iiiii iii - fbcoverup.com€¦ · limited liability partnership partnership no. oc3804 78 the...

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CERTIFICATE OF INCORPORATION OFA

LIMITED LIABILITY PARTNERSHIP

Partnership No. OC3804 78

The Registrar of Companies for England and Wales, hereby certifies that

BELL POTTINGER LLP

is this day incorporated under the Limited Liability Partnerships Act 2000 as a limited liability partnership, that the partnership is limited, and the situation of its registered office is in England/Wales

Given at Companies House, Cardiff, on 23rd November 2012

*NOC380478H*

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Companies House - for the record -

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THE OFFICIAL SEAL OF THE REGISTRAR OF COMPANIES

The above information was communicated by electronic means and authenticated by the Registrar of Companies under the Limited Liability Partnerships (Application of the

Companies Act 2006) Regulations 2009 Sl 2009/1804

{ ___ ........ \ . . ..

·--·-~·- -

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address shown is a service address for the beneficiary of a Confidentiality Order granted under the provisions of section 7239 of the Companies Act 1985

D Post town I \-\AMf'Sie:.f\0 Postcode \ N~ SQ.S. I County I Region I LO~C>O~ Country I 0 ltC: I

" Voluntary details. t Directors only. *"Delete as appropriate

Signed

any contact osite but if you

You do not have to give information in the box opp do, it will help Compan contact you if there is a form. The contact inform give will be visible to se

ies House to query on the ation that you

archers of the public record ..

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COMPANIII HOUSE 0693

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When you have completed and signed the form please send it to the Registrar of Companies at

Companies House, Crown Way, Cardiff, CF14 3UZ OX 33050 Cardiff for companies registered in England and Wales or Companies House, 37 Castle Terrace, Edinburgh, EH1 2EB for companies registered in Scotland OX 235 Edinburgh

Bell-Pottinger Sans Frontieres

Graham Roy Barr

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. .. Company Number / 0 6 ~ b "1 9 :S ~

t Directors only. tother directorships I o..,c.F 0£..0 f1 0 1.....\ c_ 'f ::L ~ s;T I 'T -.:::11 c

NOTES Show the full forenames, NOT INITIALS. If the director or secretary is a corporation or Scottish firm, show the name on surname line and registered or principal office on the usual residential line.

Give previous forenames or surname(s) except -for a married woman, the name by which she was known before marriage need not be g1ven. -for names not used since the age of 18 or for at least 20 years

A peer or individual known by a title may state the title instead of or in addition to the forenames and surname and need not give the name by which that person was known before he or she adopted the title or succeeded to it

Other directorships. Give the name of every company incorporated in Great Britain of -,vhich the person concerned is a director or has been a director at any time in the past five years.

You may exclude a company which ei1her is, or at all times during the past five years when 'the person concerned was a director, was -dormant -a parent company which wholly owned the company making 'the return, or -another wholly owned subsidiary of the same parent company.

••••• •••••••••• ••• : : . . ... ... · ............ .


LLAPOl(ef) Appointment of member of a Limited Liability Partnership (LLP)

X25L3MBE UP name in full.· BELL POTTINGER LLP

UP Number: OC380478

Received for filing in Electronic Format on the: 04/04/2013

New Avvointment Details :1_ ...._

Date of Appointment: 0110112013

Name: LORD TIMOTHY JOHN LEIGH BELL

Consented to Act: YES

Appointment is for a Member

Service Address recorded as LLP's registered office

Country/State Usually Resident: ENGLAND

Date of Birth: 18/10/1941

Electronically Filed Document for llJ' Number: OC380478 Page: 1

Former Names:

I consent to act as member of the above named LLP

Authorisation Authenticated

This form was authorised by one of the following:

Designated member, Judicial factor.

End of Electronically Filed Document for LIJ' Number: OC380478 Page: 2

••••• •••••••••• ••• : : . . ... ... · ............ .



X28125U8 UP name in full.· BELL POTTINGER LLP

UP Number: OC380478




Name: LORD CHARLES VIVIAN




Country/State Usually Resident: UNITED KINGDOM



••••• •••••••••• ••• : : . . ... ... · ............ .


LLCH02(ef) Change of Corporate

Member's details

X27YG6RE LLPname: BELL POTTINGER LLP

LLP Number: OC380478


Original Name:

Date of Change:

New Name:

New Registered or Principal qjjice Address.

Details Prior to Change

BPP COMMUNICATIONS LIMITED

New Details

10/12/2012

BELL POTTINGER PRIVATE LIMITED

6TH FLOOR

HOLBORN GATE 330 HIGH HOLBORN

LONDON

ENGLAND

WC1V7QD

European Economic Area (EEA) Company

Electronically Filed Document for LLP Number: OC380478 Page: 1

Register Location: UNITED KINGDOM

Registration Number: 08024999




End of Electronically Filed Document for llJ' Number: OC380478 Page: 2

Former Names:






••••• •••••••••• ••• : : . . ... ... · ............ .



X25L3KP6 UP name in full.· BELL POTTINGER LLP

UP Number: OC380478




Name: MR JAMES BRODIE HENDERSON




Country/State Usually Resident: ENGLAND



Former Names:






··a~············ ... . . . . ................... : LLINOl(ef)

Companies House - for the record - Application to register an LLP

Received for filing in Electronic Fonnat on the: 23/11/2012

LLPName in full:

Situation of Registered Office:

Proposed Register Office Address:

BELL POTTINGER LLP

England and Wales

6TH FLOOR HOLBORN GATE 330 HIGH HOLBORN LONDON UNITED KINGDOM WC1V7QD

At least two members named must be designated

Electronically Filed Document for llJ' Number: OC380478

X1M90ASA

Page:l

Proposed Officers

LLP Member Type:

Full forename(s):

Surname:

Former names:

I Person MRDAVID

BECK

Country I State of residence: UNITED KINGDOM


Service Address: 6TH FLOOR HOLBORN GATE 330 HIGH HOLBORN LONDON UNITED KINGDOM WC1V7QD

Appointment is for a Designated Member

Consented to Act: Y Date authorised: 23/11/2012 Authenticated: YES

Electronically Filed Document for llJ' Number: OC380478 Page:2

LLP Member

Type:

Name:

Registered or principal address:

Register Location:

Registration Number:

2

Corporate

BPP COMMUNICATIONS LIMITED

5TH FLOOR HOLBORN GATE 330 HIGH HOLBORN LONDON UNITED KINGDOM WC1V7QD

European Economic Area (EEA) LLP

UNITED KINGDOM

08024999

Appointment is for a Designated Member

Consented to Act: Y Date authorised: 23/11/2012 Authenticated: YES

Electronically Filed Document for llJ' Number: OC380478 Page:3

Authorisation I certifY that two or more persons named in this form are associated for carrying on lawful business with a view to profit.

Authoriser Designation.· member Authenticated: YES

End of Electronically Filed Document for llJ' Number: OC380478 Page:4

5/31/2018 BELL POTTINGER LLP - Overview (free company information from Companies House)

https://beta.companieshouse.gov.uk/company/OC380478 1/1

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BELL POTTINGER LLPCompany number OC380478

Registered office address55 Baker Street, London, W1U 7EU

Company statusIn Administration

Company typeLimited liability partnership

Incorporated on23 November 2012

Accounts overdueNext accounts made up to 31 December 2016 due by 30 September 2017

Last accounts made up to 31 December 2015

Confirmation statementNext statement date 9 March 2018 due by 23 March 2018

Last statement dated 9 March 2017

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5/31/2018 BELL POTTINGER LLP - Filing history (free information from Companies House)

https://beta.companieshouse.gov.uk/company/OC380478/filing-history 1/2

Companies House




Date Type Description View /Download

17 May2018

AM10 Administrator's progress report (37 pages)

21 Mar2018

COM2 Change of membership of creditors or liquidation committee (12 pages)

01 Mar2018

LLTM01 Termination of appointment of Victoria Naylor-Leyland as a member on 20 September 2017 (2 pages)

05 Feb2018

LLTM01 Termination of appointment of George Charles Marshall Hampton as a member on 20 September2017

(2 pages)

10 Jan2018

2.26B Amended certificate of constitution of creditors' committee (1 page)

11 Dec2017

2.16B Statement of affairs with form 2.14B/2.15B (9 pages)

10 Dec2017

2.23B Result of meeting of creditors (48 pages)

22 Nov2017

2.17B Statement of administrator's proposal (47 pages)

29 Sep2017

LLTM01 Termination of appointment of Phillip Pank as a member on 22 September 2017 (1 page)

29 Sep2017

LLTM01 Termination of appointment of Claudia Bate as a member on 22 September 2017 (1 page)

29 Sep2017

LLTM01 Termination of appointment of Lorna Joanne Cobbett as a member on 22 September 2017 (1 page)

29 Sep2017

LLTM01 Termination of appointment of John Lloyd Sunnucks as a member on 22 September 2017 (1 page)

29 Sep2017

LLTM01 Termination of appointment of John Lloyd Sunnucks as a member on 22 September 2017 (1 page)

29 Sep2017

LLTM01 Termination of appointment of Hugh Donald Taggart as a member on 25 September 2017 (1 page)

29 Sep2017

LLTM01 Termination of appointment of James Andrew Thomlinson as a member on 22 September 2017 (1 page)

29 Sep2017

LLTM01 Termination of appointment of Steven Paul Summers as a member on 22 September 2017 (1 page)

29 Sep2017

LLTM01 Termination of appointment of Paul Martin Montague-Smith as a member on 22 September 2017 (1 page)




https://beta.companieshouse.gov.uk/company/OC380478/filing-history 2/2

29 Sep2017

LLTM01 Termination of appointment of Timothy William George Collins as a member on 22 September 2017 (1 page)

29 Sep2017

LLAD01 Registered office address changed from 6th Floor Holborn Gate 330 High Holborn London WC1V7QD to 55 Baker Street London W1U 7EU on 29 September 2017

(2 pages)

27 Sep2017

LLTM01 Termination of appointment of James Brodie Henderson as a member on 12 September 2017 (1 page)

27 Sep2017

LLTM01 Termination of appointment of Julia Hipkiss as a member on 18 September 2017 (1 page)

27 Sep2017

LLTM01 Termination of appointment of David Emanuel Rydell as a member on 19 September 2017 (1 page)

26 Sep2017

2.12B Appointment of an administrator (12 pages)

15 Sep2017

LLTM01 Termination of appointment of Patricia St.Clair Baker as a member on 12 September 2017 (1 page)

15 Sep2017

LLTM01 Termination of appointment of Catherine Jane Miller as a member on 12 September 2017 (1 page)



https://beta.companieshouse.gov.uk/company/OC380478/filing-history?page=2 1/2

Companies House





15 Sep2017

LLTM01 Termination of appointment of Sudha Kumar Singh as a member on 12 September 2017 (1 page)

15 Sep2017

LLTM01 Termination of appointment of Eleanor Patricia Williamson as a member on 12 September2017

(1 page)

15 Sep2017

LLTM01 Termination of appointment of Paul Fredrik De Bendern as a member on 12 September2017

(1 page)

15 Sep2017

LLTM01 Termination of appointment of Kerrie Palmer as a member on 12 September 2017 (1 page)

15 Sep2017

LLTM01 Termination of appointment of Kevin Victor Read as a member on 12 September 2017 (1 page)

15 Sep2017

LLTM01 Termination of appointment of Claire Helen Southeard as a member on 14 September2017

(1 page)

15 Sep2017

LLTM01 Termination of appointment of Luke Eric Chauveau as a member on 12 September 2017 (1 page)

15 Sep2017

LLTM01 Termination of appointment of Emily Luscombe as a member on 12 September 2017 (1 page)

08 Sep2017

LLMR04 Satisfaction of charge 1 in full (1 page)

04 Sep2017

LLTM01 Termination of appointment of Stuart Andrew Warwick Leach as a member on 31 August2017

(1 page)

04 Sep2017

LLTM01 Termination of appointment of Nicholas Andrew Lambert as a member on 30 August 2017 (1 page)

25 Aug2017

LLTM01 Termination of appointment of Thomas William Elliott Leigh as a member on 31 July 2017 (1 page)

14 Jul 2017 LLTM01 Termination of appointment of Oliver James Scott as a member on 28 April 2017 (1 page)

13 Jul 2017 LLTM01 Termination of appointment of Victoria Louise Geoghegan as a member on 6 July 2017 (1 page)

24 Apr2017

LLAP01 Appointment of Mr Antony Lawrence Dunkels as a member on 6 April 2017 (2 pages)

21 Apr2017

LLAP01 Appointment of Ms Julia Hipkiss as a member on 6 April 2017 (2 pages)

21 Apr2017

LLAP01 Appointment of Mr James Clive Gater as a member on 6 April 2017 (2 pages)

21 Apr LLAP01 Appointment of Mrs Sudha Kumar Singh as a member on 6 April 2017 (2 pages)





2017

21 Apr2017

LLAP01 Appointment of Mr Mark William Smith as a member on 6 April 2017 (2 pages)

21 Apr2017

LLAP01 Appointment of Mr Andrew Robert Allan as a member on 6 April 2017 (2 pages)

21 Apr2017

LLAP01 Appointment of Ms Victoria Naylor-Leyland as a member on 6 April 2017 (2 pages)

21 Apr2017

LLAP01 Appointment of Ms Catherine Jane Miller as a member on 6 April 2017 (2 pages)

28 Mar2017

LLMR01 Registration of charge OC3804780002, created on 17 March 2017 (70 pages)

16 Mar2017

LLCH01 Member's details changed for Mr Thomas William Elliott Leigh on 31 January 2017 (2 pages)

16 Mar2017

LLCH01 Member's details changed for Mr Thomas William Elliott Leigh on 31 January 2017 (2 pages)




Companies House





13 Mar2017

LLTM01 Termination of appointment of Adrian Mcmenamin as a member on 13 March 2017 (1 page)

10 Mar2017

LLCS01 Confirmation statement made on 9 March 2017 with updates (5 pages)

07 Mar2017

LLTM01 Termination of appointment of Mark Cortland Linder as a member on 7 March 2017 (1 page)

01 Mar2017

LLTM01 Termination of appointment of Darren John Murphy as a member on 1 February 2017 (1 page)

01 Mar2017

LLTM01 Termination of appointment of Abel Robert Hadden as a member on 31 December 2016 (1 page)

01 Mar2017

LLTM01 Termination of appointment of Charles Crespigny Hussey Vivian as a member on 6January 2017

(1 page)

01 Mar2017

LLTM01 Termination of appointment of David Michael Peter Telling as a member on 31 December2016

(1 page)

08 Dec2016

LLTM01 Termination of appointment of Jonathan James Lehrle as a member on 8 December 2016 (1 page)

28 Nov2016

LLCS01 Confirmation statement made on 23 November 2016 with updates (4 pages)

22 Nov2016

LLTM01 Termination of appointment of Victoria Preston as a member on 22 November 2016 (1 page)

15 Nov2016

LLTM01 Termination of appointment of Daniel Greg Thole as a member on 11 November 2016 (1 page)

14 Oct2016

LLTM01 Termination of appointment of Gavin Hanwood Davis as a member on 30 September 2016 (1 page)

13 Oct2016

AA Full accounts made up to 31 December 2015 (16 pages)

12 Sep2016

LLTM01 Termination of appointment of Kevin O'sullivan as a member on 5 August 2016 (1 page)

31 Aug2016

LLTM01 Termination of appointment of Julie Minns as a member on 31 August 2016 (1 page)

25 Aug2016

LLTM01 Termination of appointment of Gregory Francis Wood as a member on 8 July 2016 (1 page)

25 Aug2016

LLTM01 Termination of appointment of Christine Elizabeth Johnson as a member on 17 August2016

(1 page)





25 Aug2016

LLTM01 Termination of appointment of Stephen Douglas Double as a member on 25 August 2016 (1 page)

29 Jun2016

LLAP01 Appointment of Mr Phillip Pank as a member on 6 April 2016 (2 pages)

20 Jun2016

LLAP01 Appointment of Mr Kevin O'sullivan as a member on 6 April 2016 (2 pages)

16 Jun2016

LLAP01 Appointment of Ms Claudia Bate as a member on 6 April 2016 (2 pages)

21 Apr2016

LLAP01 Appointment of Mr Paul Fredrik De Bendern as a member on 6 April 2016 (2 pages)

19 Jan2016

LLTM01 Termination of appointment of Thomas Frederick George Mollo as a member on 31December 2015

(1 page)

04 Dec2015

LLAR01 Annual return made up to 23 November 2015 (27 pages)

30 Nov2015

LLTM01 Termination of appointment of Phoebe Rawadzano Vela as a member on 30 September2015

(1 page)




Companies House





16 Oct 2015 LLAP01 Appointment of Ms Elizabeth Ruth Morley as a member on 17 August 2015 (2 pages)

03 Oct 2015 AA Full accounts made up to 31 December 2014 (19 pages)

07 Sep2015

LLTM01 Termination of appointment of Gregory Sean Lake as a member on 4 September 2015 (1 page)

07 Sep2015

LLTM01 Termination of appointment of Elizabeth Anne Lynch as a member on 21 August 2015 (1 page)

29 Jul 2015 LLAP01 Appointment of Ms Eleanor Patricia Williamson as a member on 6 April 2015 (2 pages)

29 Jul 2015 LLAP01 Appointment of Mr George Charles Marshall Hampton as a member on 6 April 2015 (2 pages)

29 Jul 2015 LLTM01 Termination of appointment of Philip Charles Dennis as a member on 30 June 2015 (1 page)

29 Jul 2015 LLTM01 Termination of appointment of Frances Alison Beves as a member on 29 July 2015 (1 page)

14 Jul 2015 LLTM01 Termination of appointment of Natalie Barone as a member on 5 June 2015 (1 page)

27 May2015

LLTM01 Termination of appointment of Alan Patrick O'sullivan as a member on 31 October 2014 (1 page)

27 May2015

LLTM01 Termination of appointment of David Thomas Wilson as a member on 15 May 2015 (1 page)

27 May2015

LLTM01 Termination of appointment of Eugenia Borisovna Harrison as a member on 22 May2015

(1 page)

27 May2015

LLTM01 Termination of appointment of Daniel Robert Hamilton as a member on 13 May 2015 (1 page)

27 May2015

LLTM01 Termination of appointment of Iain William Burns as a member on 15 May 2015 (1 page)

27 May2015

LLTM01 Termination of appointment of Neil Fraser Cameron as a member on 15 May 2015 (1 page)

12 May2015

LLTM01 Termination of appointment of Ian Leonard Mcgarrigle as a member on 19 December2014

(1 page)

25 Mar 2015 LLAP01 Appointment of Ms Julie Minns as a member on 1 January 2015 (2 pages)

25 Mar 2015 LLAP01 Appointment of Mr Thomas Leigh as a member on 1 January 2015 (2 pages)

10 Mar 2015 LLTM01 Termination of appointment of William Powell as a member on 27 February 2015 (1 page)

10 Mar 2015 LLTM01 Termination of appointment of Jane Marie Fearnley as a member on 6 March 2015 (1 page)

13 Feb 2015 LLAP01 Appointment of Mr Razi Rahman as a member on 1 January 2015 (2 pages)





05 Feb 2015 LLAP01 Appointment of Mr Adrian Mcmenamin as a member on 1 January 2015 (2 pages)

04 Feb 2015 LLAP01 Appointment of Mr Gregory Francis Wood as a member on 1 January 2015 (2 pages)

19 Jan 2015 LLAP01 Appointment of Mr Darren Murphy as a member on 1 January 2015 (2 pages)

22 Dec2014

LLTM01 Termination of appointment of Mark Celicourt Antelme as a member on 10 December2014

(1 page)




Companies House




Date Type Description View / Download

22 Dec 2014 LLTM01 Termination of appointment of Paul Barker as a member on 17 December 2014 (1 page)

09 Dec 2014 LLAR01 Annual return made up to 23 November 2014 (31 pages)

09 Dec 2014 LLTM01 Termination of appointment of Roopesh Prashar as a member on 12 November 2014 (1 page)

08 Dec 2014 LLTM01 Termination of appointment of Gurpreet Singh Brar as a member on 30 June 2014 (1 page)

16 Aug 2014 AA Full accounts made up to 31 December 2013 (18 pages)

31 Jul 2014 LLAP01 Appointment of Mr Neil Fraser Cameron as a member (2 pages)

31 Jul 2014 LLCH01 Member's details changed for Mrs Lorna Joanne Cobbett on 1 April 2014 (2 pages)

31 Jul 2014 LLCH01 Member's details changed for Mr Andrew Bloxham on 1 April 2014 (2 pages)

31 Jul 2014 LLAP01 Appointment of Ms Elizabeth Anne Lynch as a member (2 pages)

31 Jul 2014 LLAP01 Appointment of Mrs Lorna Joanne Cobbett as a member (2 pages)

31 Jul 2014 LLAP01 Appointment of Mr Andrew Bloxham as a member (2 pages)

27 May 2014 LLAP01 Appointment of Mr Paul Barker as a member (2 pages)

23 May 2014 LLAP01 Appointment of Mr William Powell as a member (2 pages)

12 May 2014 LLAP01 Appointment of Mr Jamie Adam Lyons as a member (2 pages)

12 May 2014 LLTM01 Termination of appointment of Stephen Benzikie as a member (1 page)

12 May 2014 LLTM01 Termination of appointment of Stephen Lotinga as a member (1 page)

12 May 2014 LLTM01 Termination of appointment of Peter Roberts as a member (1 page)

22 Dec 2013 LLAR01 Annual return made up to 23 November 2013 (30 pages)

22 Dec 2013 LLAP01 Appointment of Mr John Lloyd Sunnucks as a member (2 pages)

22 Dec 2013 LLAP01 Appointment of Mrs Kerrie Palmer as a member (2 pages)

22 Dec 2013 LLAP01 Appointment of Mr Stuart Andrew Warwick Leach as a member (2 pages)

13 Nov 2013 LLAP01 Appointment of Miss Victoria Louise Geoghegan as a member (2 pages)

07 Nov 2013 LLAP01 Appointment of Mr Thomas Frederick George Mollo as a member (2 pages)

17 Oct 2013 LLAP01 Appointment of Mrs Victoria Preston as a member (2 pages)

17 Oct 2013 LLAP01 Appointment of Mrs Frances Alison Beves as a member (2 pages)






Companies House





17 Oct 2013 LLTM01 Termination of appointment of Peter Harris as a member (1 page)

17 Jul 2013 LLTM01 Termination of appointment of Julie Hinds as a member (1 page)

17 Jul 2013 LLAP01 Appointment of Mrs Eugenia Borisovna Harrison as a member (2 pages)

17 Jul 2013 LLAP01 Appointment of Mr Roopesh Prashar as a member (2 pages)

16 May 2013 LLAP01 Appointment of Mr Daniel Greg Thole as a member (2 pages)

10 May 2013 LLAP01 Appointment of Mrs Julie Ann Hinds as a member (2 pages)

10 May 2013 LLAP01 Appointment of Mr Alan Patrick O'sullivan as a member (2 pages)

10 May 2013 LLAP01 Appointment of Mr Gurpreet Singh Brar as a member (2 pages)

10 May 2013 LLAP01 Appointment of Mr Malcolm Charles Munro as a member (2 pages)

10 May 2013 LLAP01 Appointment of Mr Hugh Donald Taggart as a member (2 pages)

10 May 2013 LLAP01 Appointment of Mr Gregory Sean Lake as a member (2 pages)

10 May 2013 LLAP01 Appointment of Mr Peter Jonathan Harris as a member (2 pages)

09 May 2013 LLTM01 Termination of appointment of Sarah Brighton as a member (1 page)

09 May 2013 LLTM01 Termination of appointment of Adam Powell as a member (1 page)

09 May 2013 LLAP01 Appointment of Mrs Sarah Brighton as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mr Adam John Powell as a member (2 pages)

09 May 2013 LLCH01 Member's details changed for Mrs Phoebe Rawadzano Vela on 1 January 2013 (2 pages)

09 May 2013 LLCH01 Member's details changed for Mr James Brodie Henderson on 1 January 2013 (2 pages)

09 May 2013 LLAP01 Appointment of Mr Benjamin Charles Woodford as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mr David Thomas Wilson as a member (2 pages)

09 May 2013 LLAP01 Appointment of Lord Charles Crespigny Hussey Vivian as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mrs Phoebe Rawadzano Vela as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mr Thomas George Tolliss as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mr James Andrew Thomlinson as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mr David Michael Peter Telling as a member (2 pages)






Companies House





09 May 2013 LLAP01 Appointment of Mr Steven Paul Summers as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mr Oliver James Scott as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mrs Claire Helen Southeard as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mr David Emanuel Rydell as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mr Peter James Roberts as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mr Kevin Victor Read as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mr Paul Martin Montague-Smith as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mr Ian Leonard Mcgarrigle as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mr Art Christopher Clinton Manning as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mrs Emily Luscombe as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mr Stephen Andrew Lotinga as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mr Jonathan James Lehrle as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mr Nicholas Andrew Lambert as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mr Mark Cortland Linder as a member (2 pages)

09 May 2013 LLAP01 Appointment of Mrs Christine Elizabeth Johnson as a member (2 pages)

09 May 2013 LLCH02 Member's details changed for Bpp Communications Limited on 10 December 2012 (2 pages)

08 May 2013 LLAP01 Appointment of Mr Daniel Robert Hamilton as a member (2 pages)

08 May 2013 LLAP01 Appointment of Mr Abel Robert Hadden as a member (2 pages)

08 May 2013 LLAP01 Appointment of Jane Marie Fearnley as a member (2 pages)

08 May 2013 LLAP01 Appointment of Mr Stephen Douglas Double as a member (2 pages)

08 May 2013 LLAP01 Appointment of Mr Philip Charles Dennis as a member (2 pages)

08 May 2013 LLAP01 Appointment of Mr Gavin Hanwood Davis as a member (2 pages)

08 May 2013 LLAP01 Appointment of Mr Timothy William George Collins as a member (2 pages)

08 May 2013 LLAP01 Appointment of Mr Luke Eric Chauveau as a member (2 pages)

08 May 2013 LLAP01 Appointment of Mr Iain William Burns as a member (2 pages)






Companies House





08 May2013

LLAP01 Appointment of Mr Stephen Peter Benzikie as a member (2 pages)

08 May2013

LLAP01 Appointment of Mr Daniel Linton James De Belder as a member (2 pages)

08 May2013

LLAP01 Appointment of Mrs Natalie Barone as a member (2 pages)

08 May2013

LLAP01 Appointment of Mrs Patricia St.Clair Baker as a member (2 pages)

08 May2013

LLAP01 Appointment of Mr Mark Celicourt Antelme as a member (2 pages)

04 Apr2013

LLAP01 Appointment of Lord Timothy John Leigh Bell as a member (2 pages)

04 Apr2013

LLAP01 Appointment of Mr James Brodie Henderson as a member (2 pages)

29 Dec2012

LLMG01 Particulars of a mortgage or charge in respect of a LIMITED LIABILITY PARTNERSHIP /charge no: 1

(12 pages)

23 Nov2012

LLAA01 Current accounting period extended from 30 November 2013 to 31 December 2013 (1 page)

23 Nov2012

LLIN01 Incorporation of a limited liability partnership (5 pages)




5/31/2018 BELL POTTINGER LLP - Officers (free information from Companies House)

https://beta.companieshouse.gov.uk/company/OC380478/officers 1/8

Companies House




OfficersPersons with significant control (https://beta.companieshouse.gov.uk/company/OC380478/persons-with-significant-control)

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87 officers / 71 resignations

BECK, David Clive

Correspondence address 6th, Floor Holborn Gate, 330 High Holborn, London, United Kingdom, WC1V 7QD

Role Active LLP Designated Member

Date of birth July 1962

Appointed on 23 November 2012

Country of residence United Kingdom

TOLLISS, Thomas George

Correspondence address 55 Baker Street, London, W1U 7EU


Date of birth March 1979

Appointed on 1 January 2013


BELL POTTINGER PRIVATE LIMITED

Correspondence address 6th, Floor, Holborn Gate 330 High Holborn, London, England, WC1V 7QD


Appointed on 23 November 2012

Registered in a European Economic Area What's this?

Placed registered UNITED KINGDOM

Registration number 08024999



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ALLAN, Andrew Robert


Role Active LLP Member

Date of birth August 1985

Appointed on 6 April 2017

Country of residence England

BELL, Timothy John Leigh, Lord



Date of birth October 1941



BLOXHAM, Andrew



Date of birth November 1976



DE BELDER, Daniel Linton James






DUNKELS, Antony Lawrence



Date of birth May 1977



GATER, James Clive


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LYONS, Jamie Adam



Date of birth September 1973



MANNING, Art Christopher Clinton



Date of birth February 1961



MORLEY, Elizabeth Ruth




Appointed on 17 August 2015


MUNRO, Malcolm Charles



Date of birth October 1954



RAHMAN, Razi






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SMITH, Mark William






WOODFORD, Benjamin Charles



Date of birth April 1962



HARRIS, Peter Jonathan


Role Resigned LLP Designated Member



Resigned on 29 July 2013


HENDERSON, James Brodie



Date of birth December 1964


Resigned on 12 September 2017


PRASHAR, Roopesh



Date of birth June 1974

Appointed on 1 July 2013

Resigned on 12 November 2014


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WILSON, David Thomas





Resigned on 15 May 2015


ANTELME, Mark Celicourt


Role Resigned LLP Member

Date of birth January 1973


Resigned on 10 December 2014


BAKER, Patricia St.Clair







BARKER, Paul

Correspondence address 6th, Floor Holborn Gate, 330 High Holborn, London, WC1V 7QD


Date of birth January 1965


Resigned on 17 December 2014


BARONE, Natalie





Resigned on 5 June 2015

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BATE, Claudia







BENZIKIE, Stephen Peter





Resigned on 1 January 2014


BEVES, Frances Alison



Date of birth June 1963

Appointed on 26 August 2013

Resigned on 29 July 2015


BRAR, Gurpreet Singh





Resigned on 30 June 2014


BRIGHTON, Sarah





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Resigned on 26 April 2013


BURNS, Iain William







CAMERON, Neil Fraser

Correspondence address 6th, Floor Holborn Gate, 330 High Holborn, London, WC1V 7QD






CHAUVEAU, Luke Eric







COBBETT, Lorna Joanne



Date of birth December 1978




COLLINS, Timothy William George




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DAVIS, Gavin Hanwood








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5/31/2018 BELL POTTINGER LLP - Charges (free information from Companies House)

https://beta.companieshouse.gov.uk/company/OC380478/charges 1/1

Companies House




2 charges registered1 outstanding, 1 satisfied, 0 part satisfied

Charge code OC38 0478 0002

Created 17 March 2017

Delivered 28 March 2017

Status Outstanding

Persons entitled

Lloyds Bank PLC

Brief description

Contains fixed charge…

Debenture

Created 21 December 2012

Delivered 29 December 2012

Status Satisfied on 8 September 2017

Persons entitled

Barclays Bank PLC

Short particulars

Fixed and floating charge over the undertaking and all…




https://beta.companieshouse.gov.uk/company/OC380478/charges/IxGC5r10bpCGLLoM7xa8ezVUMHM

https://beta.companieshouse.gov.uk/company/OC380478/charges/mZh25XbzWE8QLKaXqYUWl7zXyPU

5/31/2018 Charge

https://beta.companieshouse.gov.uk/company/OC380478/charges/mZh25XbzWE8QLKaXqYUWl7zXyPU 1/1

Companies House




1. Charges (https://beta.companieshouse.gov.uk/company/OC380478/charges)2. Debenture

DebentureCreated

21 December 2012

Delivered29 December 2012

StatusSatisfied on 8 September 2017

Transaction FiledRegistration of a charge (LLMG01)

(12 pages)

Persons entitled

Barclays Bank PLC

Amount secured

All monies due or to become due from the limited liability partnership, the obligors or any of them to the chargee or its assignee orsuccessor on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

Short particulars

Fixed and floating charge over the undertaking and all property and assets present and future, including goodwill, book debts, uncalledcapital, buildings, fixtures, fixed plant & machinery see image for full details.

Additional transactions filed against this charge

Type Delivered View / Download

Satisfaction of a charge (LLMR04) 8 September 2017 (1 page)




https://beta.companieshouse.gov.uk/company/OC380478/charges

~ Companies House

LLMR04cef)

LLP name:

LLP number:

BELL POTTINGER LLP

OC380478

Statement of satisfaction in full or in part of charge

11111111111111111111111111111111111111111111111111 Received for Electronic Filing: 08/09/2017 X6EIKX2G

Details of Satisfaction

Charge created (or property acquired) before 6th April 2013. I CH ref. 1 I Date of creation: 21/12/2012

Description of DEBENTURE instrument:

Short Particulars: FIXED AND FLOATING CHARGE OVER THE UNDERTAKING AND ALL PROPERTY AND ASSETS PRESENT AND FUTURE, INCLUDING GOODWILL, BOOK DEBTS, UNCALLED CAPITAL, BUILDINGS, FIXTURES, FIXED PLANT & MACHINERY SEE IMAGE FOR FULL DETAILS

Satisfaction of In full charge:

Details of the person delivering this statement and their interest in the charge

Name:

Address:

Interest:

TOM TOLLISS

6TH FLOOR HOLBORN GATE LONDON ENGLAND WC1V 7QD

CHARGOR

Authentication of Form

This form was authorised by: a person with an interest in the registration of the charge.

Electronically filed document for LLP number: OC380478 Page 1

Secbon 860 of the Compames Act 2006 as applied by The L1mrted l.Jabdrty Partnerships (Appfx:abon of Compan""' Act 2006) Regulabons 2009

LLMG01 Particulars of a mortgage or charge created by a Limited Liability Partnership (LLP)

A fee IS payable wtth this form We wtll not accept thts form unless you send the correct fee Please see 'How to pay' on the last page

fl" What thts form ts for X What thts form ts NOT You cannot use thts form parllcu Iars of a mortgage 1

for a Scotllsh LLP

You may use thts form to regtster particulars of a mortgage or charge created by an LLP m England and Wales or Northern Ireland

~ ez

To do thts, please use form LL MG01s A17 29/12/2012 #370

M LLP details

..,..,LLP,--nu_mb_er~-ro rcrl81014rl8 LLP name tn full I Bell Pottmger LLP (the "LLP")

Descnpbon

Amount secured

Please gtve a descnpbon of the Instrument (1f any) creabng or evtdencmg the charge, e g 'Trust Deed', 'Debenture', 'Mortgage', or 'Legal charge'

Debenture (the "Debenture")

Amount secured I Please gtve us detatls of the amount secured by the mortgage or charge

All money, debts, obligatiOns and liabilities from time to time due, owmg or mcurred by the LLP, the Obligors or any of them to the Lender or Its assignee or successor on any current or other account whatever or otherwise many manner whatever, in each case under the Fmance Documents or otherwise (whether

1-( present or future, whether alone or jomtly with any other person, whether actual or contmgent, whether as prmcipal or as surety,

,.o whether express or Implied, m whatever name, form or style, m whatever currency it IS denommated, whether onginally owing to the Lender or purchased or otherwise acquired by the Lender, its assignee or successor, or otherwise) (the "Secured Liabilities")

B I S I Department for Bus1ness InnovatiOn & Sk1lls

CHFP041 05110 Vers1on 4 0

COMPANIES HOUSE

i Please romplete 1n typescnpt or 1n bold black capitals

All fields are mandatory unless spealied or 1nd1cated by •

Conllnua!Jon page Please use a conbnuabon page If you need to enter more deta1ls

LLMG01/1

LL MG01 Particulars of a mortgage or charge created by a L1m1ted L1ab1hty Partnership (LLP)

-~ -~ _ ,j) or t'vO~UU\~J to the charge 1 ~lease g1ve tne name ana aaoress or me mortgagee(SJ or person(SJ enuueo ro Contmuabon page the charge Please use a conbnuatlon page 1f

Name I Barclays Bank PLC (the "Lender") you need to enter more details

Address II Churchill Place

!London

Post code !Eflf41!5fHIPI Name

Address

Postcode 11111111 ti Short particulars of all the property mortgaged or charged

Please g1ve the short particulars of the property mortgaged or charged Continuallon page Please use a conbnuatlon page If you need to enter mo1e deta1ls

Short particulars Pursuant to clause 4 of the Debenture, the LLP charged w•th full title guarantee by way of contmuing security in favour of the Lender for the payment and discharge of the Secured Liab1hties

(a) by way of first legal mortgage, its Property specified m Part I of Schedule I to the Debenture (of which there IS none), and all Rights relating to such Property;

(b) by way of first fixed charge: (1) all Property not vahdly charged in Clause 4 2 of the Debenture (as set out m paragraph (a) above) and all Rights relatmg to such Property, (n) all easements, rights and agreements m respect of all Property, and (in) all proceeds of sale denved from all Eroperty,

(c) by way of first fixed charge, the Contracts,

(d) by way of first fixed charge, the Book Debts; ~

(e) by way of first fixed charge, all1ts Intellectual Property Rights,

(f) by way of first fixed charge, the Plant and Machmery; ._ (g) by way of first fixed charge, the Sec unties specified next to Its name in Part 2 of Schedule I to the Debenture (of which there are none),

(h) by way of first fixed charge, all its Securities not charged by Clause 4.8(a) of the Debenture (as set out m paragraph (g) above);

(1) by way of first fixed charge, all Denvative Assets of a capital nature;

(J) by way of first fixed charge, all Denvative Assets of an income nature, ~- -

(k) by way of first fixed charge each Cash Collateral Account, and all monies standmg to the credit of each such account;

Contmued

CHFP041 05110 VersKln 4 0 LLMG0112 U \Oyez\Bell Pottmger\Debenture\LLMG01 - Ma1n form olf

LL MG01 Parttculars of a mortgage or charge created by a Ltmtted Ltabthly Partnership (LLP)

Particulars as to commission, allowance or .1;.,.-n,n~ (if any)

Please 1nsert the amount or rate percent of any ccmmiSSIOn, allowance or d1scount paid or made e1ther d1rect1y or 1nd1rectly by the company to any person on cons1derat1on of h1s

- subscnbmg or agree1ng to subscnbe, whether absolutely or conditionally, or

- procunng or agree1ng to procure subscnptlons, whether absolute or conditional,

for any debentures mcluded 1n lh1s retum The rate 1f mterest payable under the terms of the debentures should not be entered

Comm1ss1on allowance Nil ord1scount

, 1' of ... ~ ..

You must del1ver the ong1nalmstrument (1f any) creating or ev1dencmg the charge and these prescnbed particulars to the Reg1strar of Compames w1thm 21 days after the date of creat1on of the charge If the property 1s s1tuated and the charge was created outs1de the Umted Kmgdom (UK), you must deliver the mformat1on to the Reg1strar w1thm 21 days after the date on wh1ch the mstrument could have been rece1ved 1n the UK 1n the normal course of post and assummg you had posted 11 promptly

We w111 accept a venfied copy of the mstrument creating the charge where the property charged IS Situated and the charge was created outs1de the UK The company or the person who has delivered the oopy to the Reg1strar must venfy 11 to be a correct copy and s1gn 11 Where a body corporate g1ves the venficatlon, an officer of that body must s1gn 11 We Will also accept a venfied copy where property Situated 1n another part of UK

..... I Please s1gn the form here

Signature

IX~~ ~ X

Th1s form must be s1gned by a person w1th an mterest 1n the reg1strat1on of the charge

CHFP041 05110 Vers1on 4 0 LLMG01/3

U \Oyez\Bell PottJnger\Debenture\LLMG01 - Mam form olf

LL MG01 Particulars of a mortgage or charge created by a L1m1ted L1ab1hty Partnership (LLP)

B Presenter information D Important information

You do not have to g1ve any oontact mformanon, but 1f Please note that all mformat1on on lh1s form Will you do 11 Will help Compames House 1f there IS a query appear on the public record on the form and w1ll establish where we return the ong1nal documents The oontact mformauon you g1ve

II Will be VISible to searchers of the public record How to pay

I~~"; Taylor (JRT/09931 09) A fee of £13 1s payable to Compames House 1n

respect of mortgage or charge ~any Nine

Osborne Clarke Make cheques or postal orders payable to 'Compan1es House'

12'Tem~le Back East F' Where to send I Temple Quay You may return th1s form to any Companies House address, however for expediency we adv1se you to

POSttqWii Bnstol

return 11 to the appropnate address below·

COUnty!RegiOII For LLPs registered in England and Wales. The Reg1strar of Compames, Compames House,

Piiilciilo IBISI11!6T£fGI Crown Way, Cardiff, Wales, CF14 3UZ OX 33050 Cardiff

COUiilfY UK For LLPs registered 1n Scotland· oxDX 7818 Bnstol The Reg1strar of Compames, Compames House,

Telephone Fourth floor, Edmburgh Quay 2,

01179173180 139 Fountambndge, Edmburgh, Sootland, EH3 9FF

ll OX E0235 Edinburgh 1

Cert1f1cate or LP- 4 Edmburgh 2 (Legal Post)

We Will send your certificate to the presente~s address For LLPs registered 1n Northern Ireland· 1f g1ven above or to the LLP's Registered Office 1f you The Reg1strar of Compan1es, Compames House, have left the presente~s 1nformat1on blank Seoond Floor, The Lmenhall, 32-38 L1nenhall Street,

Belfast, Northern Ireland, BT2 BBG

pj Checklist OX481 N R Belfast 1

We may return forms completed incorrectly or n wrth mformat1on m1ssmg Further information

For further 1nforrnauon, please see the gUidance notes Please make sure you have remembered the followmg

on the webs1te at www compan1eshouse gov uk or

0 The LLP name and number match the 1nformauon ema11 enqUines@compameshouse gov uk

held on the public Reg1ster This form is available 1n an 0 You have mcluded the ongmal deed w1th th1s form

0 You have entered the date the charge was created alternative format. Please visit the o You have supplied the descnpt1on of the mstrument forms page on the website at o You have g1ven details of the amount secured by

the mortgagee or chargee www.companieshouse.gov.uk 0 You have g1ven details of the mortgagee(s) or

person(s) ent1tled to the charge

0 You have entered the short particulars of all the property mortgaged or charged

0 You have s1gned the form o You have enclosed the oorrect fee

~

CHFP041 05110 Vers1on 4 0 150961471 5 2010 Oyez 7 Spa Road, London SE16 300 www oyezforms co uk

Limited Liability Partnership LL MG01 LLMG01/4

In accordance w1th Secbon 860 of the Compames Act 2006 as applied by The L1m1ted L~b1111y Partnerships (Appbcabon of Compames Ad 2006) Regulabons 2009

Short partJculars

-----------

LL MG01 - continuation page Particulars of a mortgage or charge created by a Ltmt!ed Ltabthty Partnership (LLP) OyeZ Short """ Please give the short partlculars of the property mortgaged or charged

(I) by way of first fixed charge each Book Debt Account, and all momes standing to the credit of each such account,

(m) by way of first fixed charge all Its present and future bank accounts, cash at bank and credit balances not charged by Clause 4 9(a) or Clause 4.9(b) of the Debenture (as set out in paragraphs (k) and (I) above) (excluding those arising on fluctuatmg accounts) with any bank or other person and all nghts relatmg to or attachmg to them (mcluding the right to interest);

(n) by way of first fixed charge, all its goodwill and uncalled capital for the time being,

( o) by way of absolute legal assignment, all present and future msurances and the proceeds of such msurances (other than insurances which are solely for the benefit of third parties which are not members of the Group),

(p) by way of absolute legal assignment, the benefit of the Assigned Contracts,

( q) by way of absolute legal assignment, the benefit of the Hedging Agreements and any letters of credit Issued to It,

(r) by way of first floating charge, all Its undertakmg and assets whatsoever, wherever situate, whether movable, immovable, present or future, mcludmg, without limitatiOn, its uncalled capital for the time bemg and all Its undertaking and assets referred to above which are, for any reason, not validly charged or assigned pursuant to Clauses 4 2 (Mortgaged Property) to 4.11 (Security Assignments) (inclusive) of the Debenture (as set out in paragraphs (a) to (q) above)

Contmued

Oyez 7 Spa Road. London SE16 3QQ www oyezforms co uk

CHFP041 10109 Version 2 0 Limited Ltability Partnership LL MG01 (continuation)

I 50961541 10 2oo9 LLMG01 (Cont)/3

In accordance wrth Sedion 860 of the Compames Act 2006 as applied by The L1mrted Llabllrty Partne15h1ps (Appl<abon of Compames Act 2006) Regu~bons 2009

li Short particulars

LL MG01 -continuation page Particulars of a mortgage or charge created by a L1m1ted L1ab1hty Partnership (LLP) OyeZ Short particulars of all the property mortgaged or charged

Please g1ve the short particulars of the property mortgaged or charged

Pursuant to clause 4 13(a) of the Debenture, the parties agreed that until and unless the relevant consent has been obtamed, there shall be excluded from the charges created by Clause 4 2 to 4.11 of the Debenture (and from any obligation to create charges under Clause 7 (Further Assurance) of the Debenture) the followmg property ("Excluded Property"):

(I) any leasehold property held by the LLP where the terms of such lease preclude the LLP from creating any charge over Its mterest in such property, or requue the consent of any thud party pnor to the creatiOn of such charge and such consent has not been obtamed, and

(n) any Intellectual Property Right, permit or contract (mcludmg without hmitat10n letters of credit) m which the LLP has an mterest and where the LLP IS precluded from creatmg any security over its mterest m such Intellectual Property Right, permit or contract, or require the consent of any third party pnor to the creatiOn of such charge and such consent has not been obtamed

Pursuant to clause 4.13(b) the LLP agreed that It shall, upon reasonable request by the Lender, provide wntten details to the Lender of any material Excluded Property (which shall mclude without limitation any Assets with a value of £10,000 or more).

Pursuant to clause 4.13(c) the LLP agreed that it shall use commercmlly reasonable efforts to obtain the consent of any third party to the charge of the Excluded Property, If the Lender (acting reasonably) considers the relevant Excluded Property to be matenal

Forthwith upon receipt of any thud party consent, the relevant Excluded Property shall be charged to the Lender pursuant to the charges created by Clauses 4 2 to 4 II of the Debenture (as relevant)

For the avOidance of doubt, all Excluded Property shall at all times be charged by the floatmg charge created by Clause 4.12 of the Debenture

Contznued

Oyez 7 Spa Road. London SE16 300 WNW oyezforms co uk

CHFP041 1011l9 Vers1on 2 0 Limited Liability Partnership LL MG01 (continuation)

1 50961541 10 2oos LLMG01 (Cont)/3

II \0vP7\RP.II PnthnnPr\nPhPnturP\rnnt? nlf

Sedlon 860 of the Compames Act 2006 as app6ed by The L1mrted l"'b1hty Partnerships (Appl1cabon of Compames Act2006) Regulabons 2009

Short particulars

LL MG01 - contm itiurr page Particulars of a mortgage or charge created by a Ltmrted Ltabrhty Partnershtp (LLP) OyeZ Please grve the short partJculars of the property mortgaged or charged

ll'IOies:

1. Negative Pledge

Clause 12 I of the Debenture con tams a negative pledge and restnctwn on disposals by whtch the LLP agreed that it shall not do any of the following without the pnor written consent of the Lender:

(a) create or allow to create any Security over any of the Charged Property; or

(b) sell, lease, hcence, transfer, loan or otherwise dtspose of any of the Charged Property (whether by a smgle transaction or senes of transactions), or

(c) permit or agree to any variation of the rights attachmg to the whole or any part of the Charged Property,

unless permttted by the Credtt Agreement

2. Further Assurance

By Clause 7 of the Debenture, the LLP agreed that it shall promptly do all such acts or execute all such documents (mcluding asstgnrnents, transfers, mortgages, charges, notices and mstructions) as the Lender may reasonably specify (and m such form as the Lender may reasonably reqmre in favour of the Lender or tts nominee(s))

(1) to perfect the Secunty created or intended to be created under or evtdenced by the Debenture (whtch may mclude the executiOn of a mortgage, charge, asstgnment or other Security over all or any of the assets which are, or are mtended to be, the subject of the Debenture) or for the exerctse of any rights, powers and remedtes of the Lender provided by or pursuant to the Debenture or by Ia w,

(n) to facthtate the realisatiOn of the assets which are, or are mtended to be, the subject of the Debenture

The LLP further agreed that it shall take all such action as ts available to tt (includmg makmg all filings and registrations) as may be necessary for the purpose of the creation, perfectiOn, protectiOn or mamtenance of any Security conferred or mtended to be conferred on the Lender by or pursuant to the Debenture.

Further, pending the execution and delivery of any such further Secunty under clause 7(a) of the Debenture, the LLP shall hold such assets upon trust for the Lender, or many other manner reasonably reqmred by the Lender subJect to the provtsions of the Debenture

Contmued

Oyez 7 Spa Road, London SE16 300 www oyezforms co uk

CHFP041 10/09Verslon 2 0 Limited Liability Partnership LL MG01 (continuation)

I so96154l 10 2oo9 LLMG01 (ContV3

In acx:ordance wrth Secllon 860 of the Compames Act 2006 as applied by The Lumted l.Jaburty Partnerships (Applicabon of Compames Act 2006) Regulabons 2009

li

Short particulars

LL MG01 - continuation page Particulars of a mortgage or charge created by a Limited Liability Partnership (LLP) OyeZ Short particulars of all the property mortgaged or charged

Please give the short particulars of the property mortgaged or charged

3. Power of Attorney

By Clause 21 of the Debenture, the LLP irrevocably and by way of secunty appointed the Lender, each person derivmg title from the Lender and the Receiver, Jointly and severally to be Its attorney (with full power to appoint substitutes and to delegate) for It, m Its name, on its behalf and as Its act and deed or otherwise to sign or execute any deed or document or do any act or thmg

(a) which the LLP is obliged to sign, execute or do pursuant to the Debenture but has not done w1thm 5 business days of notice being served on II by the Lender to do so, or

(b) at any lime followmg a Declared Default, which the Lender, the Receiver or any person denving title from the Lender or the Receiver m the absolute discretion of such person may think fit in connection with the exercise of any of the powers of such person or the realisation of any of the Debenture Secunty.

Definitions:

In this form LLMGOI the following terms have the following meanmgs

"Additional Borrower" means a company which becomes an Additional Borrower in accordance with Clause 27 (Changes to the Obligors) of the Credit Agreement

"Additional Guarantor" means a company which becomes an Additional Guarantor m accordance with Clause 27 (Changes to the Obligors) of the Credit Agreement.

"Assets" mean the whole ofthe property or undertaking (including uncalled share capital) which IS from lime to time compnsed m the property and undertakmg of the LLP.

"Assigned Contract" means each contract specified m Part 4 of Schedule I of the Debenture (of which there are none), and (with effect from the date of the relevant Supplemental Debenture) each contract spec! fied as an Assigned Contract in a Supplemental Debenture.

"Book Debts" mean:

(a) all book and other debts m existence from time to time (mcluding, Without hmitallon, any sums whatsoever owed by banks or Similar institutions), both present and future, due, owing to or whiCh may become due, owing to or purchased or otherwise acquued by the LLP,and

(b) the benefit of all rights whatsoever relatmg to the debts referred to above mcludmg, without limitation, any related agreements, documents, rights and remedies (including, without limitatiOn, negotiable or non-negotiable instruments, guarantees, mdemmties, legaJ and equitable charges, reservation of propnetary rights, rights of tracing, unpaid vendor's hens and all similar connected or related rights and assets)

"Book Debts Account" means such separate and denominated account or accounts with the Lender as may be specified in wntmg by the Lender for the purpose of receivmg payment of the proceeds of realisatiOn and collectiOn of Book Debts.

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Borrower in accordance with Clause 27 (Changes to the Obligors) of the Credit Agreement

"Cash Collateral Accounts" means each of the accounts specified as such m Part 3 of Schedule I to the Debenture (of which there are none), and (with effect from the date of the relevant Supplemental Debenture) any accounts specified as Cash Collateral Accounts in a Supplemental Debenture.

"Charged Property" means the whole or any part of the property, assets, mcome and undertakmg of the LLP from time to time mortgaged, charged or assigned to the Lender pursuant to the Debenture, mcludmg, where the context perrmts, the proceeds of sale or realisatiOn thereof

"Contracts" mean all of the LLP's nghts, title, interest and benefit in and to any licence, consent, agreement or contract m respect of the whole or any part ofthe Charged Property to which the LLP IS a party from time to time.

"Credit Agreement" means the Credit Agreement made between the Parent, the Lender and others on 31 May 2012

"Declared Default" means an Event of Default in respect of which the Lender has exercised any of its nghts under Clause 25 18 (Acceleration) of the Credit Agreement

"Debenture Security" means the Security constituted by the Debenture and any Supplemental Debenture.

"Derivative Assets" means all dividends, d1stnbutwns and other income paid or payable on Securities, together with all shares or other property derived from those Secunties and all other allotments, accretions, rights, benefits and advantages of all kmds accrumg, offered or otherwise derived from or mc1dental to those Secunties (whether by way of conversion, redemption, bonus, preference, option or otherwise)

"Event of Default" means any event or cucumstance specified as such m Clause 25 (Events of Default) of the Credit Agreement

"Finance Document" means the Credit Agreement and all related finance, security and guarantee documents thereto, as more particularly detailed m the Credit Agreement

"Fixtures" mean all assets of whatsoever nature, apart from land and buildings, fonnmg part of any freehold or leasehold property owned by the LLP and deemed by law to be Immovable property other than tenant's fixtures.

"Group" means the Parent and Its Subsidiaries (If any) from hme to time

"Guarantor" means the Parent or an Additional Guarantor, unless it has ceased to be a Guarantor m accordance With Clause 27 (Changes to the Obhgors) of the Credit Agreement

"Hedging Agreement" means any master agreement, confirmatiOn, schedule or other agreement entered into by the LLP for the purpose ofhedgmg liabilities and/or nsks.

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"Intellectual Property Rights" means all legal and/or eqmtable interests (includmg, w1thout limitation, the benefit of all licences in any part of the world) of the LLP now or m the future in, or relatmg to

(a) any patents, trade marks, service marks, des1gns, business names, copynghts, database rights, des1gn nghts, domam names, moral rights, mventwns, confidential mformatwn, know-how and other intellectual property nghts and interests (which may now or m the future subsist), whether registered or U11Teg1stered; and

(b) the benefit of all applications and nghts to use such assets of the LLP (which may now or m the future subs1st).

"Obligors" means an entity which IS e1ther a Borrower or a Guarantor under the terms of the Credit Agreement

"Parent" means Bell Pottmger Private Limited (formerly known as BPP CommunicatiOns Limited), a company incorporated m England and Wales with company number 08024999

"Plant and Machinery" means all plant and machmery, eqmpment, fittings, mstallations and apparatus, tools, motor vehicles and all other similar assets (other than Fixtures), wherever they are Situated, which are now, or at any time after the date of the Debenture become, the property of the LLP.

"Property" means all estates and other interests many freehold, leasehold or other Immovable property (includmg, without hm1tation, all buildings and F1xtures on such property, and the benefit of all covenants given m respect of such property) wh1ch are now, or at any time after the date of the Debenture become, the property of the LLP, but excluding any mterest in land in Scotland, and "Properties" shall be construed accordmgly.

"Receiver" means any receiver appomted pursuant to the Debenture, mcluding, for the avmdance of doubt, a receiver and manager, a manager or an admimstrative rece1ver.

"Rights" mean all of the LLP's rights, title and interest from orne to time many lease, licence or occupatwnal nght whatsoever together with the entire benefit of the LLP's rights, title and interest from time to time in any renewal of, replacement of or vanatwn to any such lease, hcence or occupatwnal right.

"Security" means a mortgage, charge, pledge, hen or other security mterest securing any obligatiOn of any person or any other agreement or arrangement having a similar effect.

"Securities" means all stocks, shares, loan notes, bonds, certificates of deposit, depositary receipts, loan cap1tal mdebtedness, debentures or other secuntles from time to time legally or beneficmlly owned by or on behalf of the LLP, together w1th all property and nghts of the LLP m respect of any account held by or for it as participant, or as beneficiary of a nominee or trustee participant, with any clearance or settlement system or depos1tory or custodian or sub-custodian or broker m the United Kingdom or elsewhere

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Act 2006 and, a company shall be treated, for the purposes only of the membership requirement contained m subsections 1159(l)(b) and (c), as a member of another company even if its shares m that other company are registered in the name of:

(a) a person (or Its nommee) whether by way of security or m connectiOn With the takmg of security, or

(b) a nommee of the holdmg company

"Supplemental Debenture" means a supplemental debenture to the Debenture (m form and substance satisfactory to the Lender, actmg reasonably and on substantially the same terms as the Debenture) creatmg further assignments, mortgages or charges over the Assets of the LLP

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CERTIFICATE OF THE REGISTRATION OF A MORTGAGE OR CHARGE

Pursuant to section 869(5) & (6) ofthe Companies Act 2006 as applied to the Limited Liability Partnerships (Application of

Companies Act 2006) Regulations 2009

LLP NO. OC380478 CHARGE N0.1

THE REGISTRAR OF COMPANIES FOR ENGLAND AND WALES HEREBY CERTIFIES THAT A DEBENTURE DATED 21 DECEMBER 2012 AND CREATED BY BELL POTTINGER LLP FOR SECURING ALL MONIES DUE OR TO BECOME DUE FROM THE LIMITED LIABILITY PARTNERSHIP, THE OBLIGORS OR ANY OF THEM TO BARCLA YS BANK PLC OR ITS ASSIGNEE OR SUCCESSOR ON ANY ACCOUNT WHATSOEVER UNDER THE TERMS OF THE AFOREMENTIONED INSTRUMENT CREATING OR EVIDENCING THE CHARGE WAS REGISTERED PURSUANT TO CHAPTER I PART 25 OF THE COMPANIES ACT 2006 AS APPLIED TO THE LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF COMPANIES ACT 2006) REGULATIONS 2009 ON THE 29 DECEMBER 2012

GIVEN AT COMPANIES HOUSE, CARDIFF THE 7 JANUARY 2013

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ntE OFFICIAL SEAL OF THE REGISTRAR OF COMPANIES

5/31/2018 BELL POTTINGER LLP - Insolvency (free information from Companies House)

https://beta.companieshouse.gov.uk/company/OC380478/insolvency 1/1

Companies House




1 Insolvency case

Case number 1 — In administration

Administration started12 September 2017

PractitionerMalcolm Cohen Bdo Llp 55 Baker Street, London, W1U 7EU

PractitionerWilliam Matthew Humphries Tait 55 Baker Street, London, W1U 7EU

PractitionerColin Michael Trevethyn Haig 55 Baker Street, London, W1U 7EU




~ Companies House

LLMR01cef)

LLP name:

LLP number:

BELL POTTINGER LLP

OC380478

Registration of a Charge

11111111111111111111111111111111111111111111111111 Received for Electronic Filing: 28/03/2017 X634NOEI

Details of Charge

Date of creation: 17/03/2017

Charge code: OC38 0478 0002

Persons entitled: LLOYDS BANK PLC

Brief description:

Contains fixed charge(s).

Contains floating charge(s) (floating charge covers all the property or undertaking of the company).

Contains negative pledge.

Authentication of Form

This form was authorised by: a person with an interest in the registration of the charge.

Authentication of Instrument

Certification statement: I CERTIFY THAT SAVE FOR MATERIAL REDACTED PURSUANT TO S.859G OF THE COMPANIES ACT 2006 AS APPLIED BY THE LIMITED LIABILITY PARTNERSHIPS (APPLICATION OF COMPANIES ACT 2006) REGULATIONS 2009 THE ELECTRONIC


Certified by:

COPY INSTRUMENT DELIVERED AS PART OF THIS APPLICATION FOR REGISTRATION IS A CORRECT COPY OF THE ORIGINAL INSTRUMENT.

BRIDGET NICHOLS- CMS CAMERON MCKENNA LLP


CERTIFICATE OF THE REGISTRATION OF A CHARGE

LLP number: OC380478

Charge code: OC38 0478 0002

The Registrar of Companies for England and Wales hereby certifies that a charge dated 17th March 2017 and created by BELL POTTINGER LLP was delivered pursuant to Part 25 of the Companies Act 2006 as applied by The Limited Liability Partnerships (Application of Companies Act 2006) (Amendment) Regulations 2013 on 28th March 2017 .

Given at Companies House, Cardiff on 29th March 2017

~

The above information was communicated by electronic means and authenticated by the Registrar of Companies under the Limited Liability Partnership

(Application of the Companies Act 2006) Regulations 2009 Sl 2009/1804

Companies House

EXECUTION VERSION

UK 217995602

DATED 2017

THE COMPAt'iiES IDENTIFIED IN SCHEDULE l

AS ORIGINAL CHARGORS

in favour of

Lloyds Bank pic

as Lender

COMPOSITE DEBENTURE

CONTENTS

CLAUSE PAGE

!. DEFINITIONS AND Th'TERPRETAT!ON ............................................................................ 1

2. PAYMENT OF SECURED OBLIGATIONS ......................................................................... 5

3. FIXED CHARGES, ASSIGNMENTS Al"!D FLOATING CHARGE .................................... 6

4. CRYSTALLISATION OF FLOATING CHARGE ................................................................ 7

5. PERFECTION OF SECURITY .............................................................................................. 8

6. FURTHERASSURA.NCE .................................................................................................... 11

7. NEGATIVE PLEDGE AND D!SPOSALS ........................................................................... 12

8. SHARES AND INVESTMENTS ......................................................................................... 13

9. ACCOUNTS .......................................................................................................................... 15

10. MONETARY CLAIMS ........................................................................................................ 15

11. INSURANCES ...................................................................................................................... 16

12. REAl. PROPERTY ............................................................................................................... 17

13. ENFORCEMENT OF SECURITY ....................................................................................... 17

14. EXTENSION AND V ARlA T!ON OF THE ACT ................................................................ 19

15. APPOINTMENT OF RECEIVER OR ADMINISTRATOR ................................................ 20

!6. POWERS OF RECEIVER .................................................................................................... 21

17. APPLICATION OF MONIES .............................................................................................. 21

18. PROTECTION OF PURCHASERS ..................................................................................... 21

19. POWER OF ATTORNEY .................................................................................................... 22

20. EFFECTIVENESS OF SECL'RITY ...................................................................................... 23

21. RELEASE OF SECURITY ................................................................................................... 26

22. SUBSEQUENT SECURITY INTERESTS ........................................................................... 26

23. ASS!Gh'1\1ENT ..................................................................................................................... 27

24. NOTICES .............................................................................................................................. 27

25. DISCRETION AND DELEGATION ................................................................................... 27

26. COUNTERPARTS ................................................................................................................ 27

27. GOVERNINGLAW ............................................................................................................. 27

28. JURISDICTION .................................................................................................................... 28

SCHEDLLES

SCHEDULE l Original Charg-ors .................................................................. ..

SCHEDULE 2 Details of Real Pro·nCTtv 29 30

SCHEDULE 3 Details of Shares .......................................................................................................... 31

SCHEDULE 4 Details of Accounts ...................................................................................................... 32

SCHEDULE 5 Details of Insurance Policies ........................................................................................ 33

SCHEDULE 6 Details of Specific Contn1cts ................ . 34

SCHEDULE 7 Fonn of Notice of Assignment of Insurances .............................................................. 35

SCHEDULE 8 Form of Notice of Assigmnent of Specific Contract... ................................................. 37

SCHEDULE 9 Fonn ofLega1 Mortgage .............................................................................................. 40

SCHEDULE 10 Fonn of Notice of Charge .......................................................................................... 45

SCHEDULE 11 Form of Notice of Charge of Account ...................................................................... .46

UK 217995602

SCHEDULE 12 Form of Deed 49

THIS DEBENTURE is dated 2017 and made between:

(1) THE COMPANIES whose names and registered numbers are set out in Schedule I (the

Original Chargors) in favour of

(2) Lloyds Bank pic as Lender.

IT IS AGREED as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Terms defined in ihe Senior Facilities Agreement shall, unless otherwise defined in ihis

Debenture, have the same meaning when used in this Debenture or any Mortgage (as

defined below) and in addition:

Account means each account listed at Schedule 4 (Details of Accounts) and any credit

balance from time to time on any account opened or maintained by any of the Chargors with

any financial institution (and any replacement account or subdivision or sub-account of that

account) and all Related Rights.

Act means the Law of Property Act 1925.

Additional Chargor means any entity which becomes a Chargor by executing a Deed of

Accession.

Charged Intellectual Property means any and all material registered Intellectual Property

owned by any Chargor now or in the future.

Charged Property means all the assets and undertaking of any Chargor which from time to

time are the subject of the Security created or expressed to be created in favour of the

Lender by or pursuant to this Debenture and any Mortgage.

Cltargor means an Original Chargor or an Additional Chargor.

Collateral Rights means all rights, powers and rCllledies of the Lender provided by or

pursuant to this Debenture or any Mortgage or by law.

Deed of Accession means a deed substantially in ihe form of Schedule 12 (Form of Deed of

Accession) or in any form agreed between ihe Company and the Lender.

Enforcement Event means an Event of Default which has resulted in the Lender exercising

any of its rights under clause 23.18 (Acceleration) of the Senior Facilities Agreement.

Event of Default has the meaning given to it in the Senior Facilities Agreement.

UK 217995602

Excluded Real Property means any freehold property owned by a U!argor which has a

market value ofless than £250,000 and any Rack Rent Lease.

Insurance Policy means each policy of insurance listed at Schedule 5 (DetaiL' of insurance

Policies) and any material policy of insurance (including, without limitation, life insurance

or assurance) in which any Chargor may from time to time have an interest (but excluding,

for the avoidance of doubt, any third party insurance policy).

Intellectual Property has the meaning given to it in the Senior Facilities Agreement

Intra-Group Loan means any loan by a Chargor as lender to any other member of the

Group as borrower.

Intra-Group Loan Agreement means any agreement pursuant to which an Intra-Group

Loan is made.

Investments means:

(a) any stocks, shares, debentures, securities and certificates of deposit (but no! including

the Shares);

(b) all interests in collective investment schemes; and

(c) all warrants, options and other rights to subscribe for or acqmre any of the

investments described in paragraphs (a) and (b) above,

in each case whether held directly by or to the order of any Chargor or by any trustee,

nominee, fiduciary or clearance system on its behalf and all Related Rights (including all

rights against any such trustee, nominee, fiduciary or clearance system).

Monetary Claims means any book and other debts and monetary claims (other than

Accounts) owing to a Chargor and any proceeds of such debts and claims (including any

claims or sums of money deriving from or in relation to any Intellectual Property, any

Investment, the proceeds of any Insurance Policy, any court order or judgment, any contract

or agreement to which a Chargor is a party aod any other assets, properly, rights or

undertaking of a Chargor).

Mortgage means a mortgage or charge in respect of all the Real Property (other than the

Excluded Real Property) granted by a Chargor in favour of the Lender iu accordance with

Clause 6 (Further Assurance) substantially in the fonn of Schedule 9 (Form of Legal

111artgage).

Rack Rent Lease means any leasehold property that has a rack rent payable in respect of it

andlor a tenn of less than 15 years to run.

Real Property means:

1JK 217995602

(a) any freehold, leasehold or immovable property (including the freehold and leasehold

property in England and Wales specified in Schedule 2 (Details of Real Property));

and

(b) any buildings, fixtures (excluding any tenant fixtures), fittings, fixed plant or

machinery from time to time situated on or forming part of such freehold or leasehold

property,

and includes all Related Rights.

Receiver means a receiver or recerver and manager or (where permitted by law)

administrative receiver of the whole or any part of the Charged Property and that tenn will

include any appointee made under a join! and/or several appointment.

Related Rights means, in relation to any asset:

the proceeds of sale of any part of that asset;

(b) all rights under any licence, agreement for sale or agreement for lease in respect of

that asset;

(c) all rights, benefits, claims, contracts, warranties! remedies, Security, indemnities or

covenants for title in respect of that asset; and

(d) any monies and proceeds paid or payable in respect of that asset.

Secured Obligations means all present and future indebtedness, monies, liabilities and

obligations at any time due, owing or incurred by any member of the Gronp to !he Lender

under the Finance Documents, both actual and contingent and whether incurred solely or

jointly and as principal or surety or in any other capacity.

Secured Parties means the Lender and any Receiver (or delegate of any Receiver pursnant

to the exercise of powers under Clause 25.2 (Delegation)).

Security has the meaning given to that tem1 in the Senior Facilities Agreement.

Senior Facilities Agreement means the senior facilities agreement dated on or about the

date of this Debenture between, amongst others, the Chargors as Obligors and the Lender.

Shares means all of the shares listed at Schedule 3 (Details of Shares) and all of the shares

in the capital of any other limited liability company incorporated in England and Wales, in

each case held by, to the order or on behalf of any Chargor from time to time.

Specific Contracts means each contract listed at Schedule 6 (Details ol Specific Contracts)

and each Intra-Group Loan Agreement and any other document designated by the Lender

and the Company as a Specific Contract from time to time.

UK 217995602

Tangible Moveable Property means any plant, machinery, office equipment, computers,

vehicles and other chattels (excluding any for the time being forming part of any Chargor's

stock in trade or work in progress) and all Related Rights.

1.2 Interpretation

ln this Debenture or, as applicable, any Mortgage:

1.2.1 the mles of interpretation contained in Clause l .2 ( Comtruction) of the Senior

Facilities Agreement shall apply to the construction of this Debenture or any

Mortgage;

1.2.2 any reference to the Lemler, the Chargors, the Obligors or the Secured

Parties shall be construed so as to include its or their (and any subsequent)

successors and any permitted transferees in accordance with their respective

interests; and

1.2.3 references in this Debenture to any Clause or Schedule shall be to a clause or

schedule contained in this Debenture.

1.3 Third party rights

1.3.1 Unless expressly provided to the contrary in this Debenture a person who is not

a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the

Third Parties Act) to enforce or enjoy the benefit of any tenn of this

Debenture.

1.3.2 Notwithstanding any term of this Debenture, the consent of any person who is

not a Party is not required to rescind or vary this Debenture at any time.

1.4 Inconsistency

1.4.1 In the event of any inconsistency arising between any of the provisions of this

Debenture or any Mortgage and the Senior Facilities Agreement, the provisions

of the Senior Facilities Agreement shall prevail.

1.4.2 To the extent that the provisions of this Debenture are inconsistent with those

of any Mortgage, the provisions of that Mortgage shall prevail.

1.5 Disposition of property

The terms of the other Finance Documents and of any side letters between the Parties in

relation to the Finance Documents are incorporated into this Debenture and any Mortgage to

the extent required for any purported disposition of the Real Property contained in this

Debenture or any Mortgage to be a valid disposition in accordance with Section2(l) of the

Law of Property (Miscellaneous Provisions) Act 1989.

UK 217995602

Vi Incorporation of pro\1sions into any Mortgage

Clauses 1.2 (Interpretation), 6.1 (Further assurance: genera[), 6.4 (Implied covenants for

title), I3(El?fiJrcementofsecuri(J!), 14 (Extension and variation of the Act), 15 (Appointment

of Receiver or administrator), 16 (Powers of Receiver), 19 (Power of attorney),

27 (Governing Law) and 28 (Jurisdiction) of this Debenture are incorporated into any

Mortgage as if expressly incorporated into that Mortgage, as if references in those clauses to

this Debenture were references to that Mortgage and as if all references in those clauses to

Charged Property were references to the assets of the Chargor from time to time charged in

favour of, or assigned (whether at law or in equity) to, the Lender by or pursuant to that

Mortgage.

1. 7 Mortgage

It is agreed that each Mortgage is supplemental to this Debenture.

1.8 Deed

It is intended that this Debenture takes effect as a deed notwithstanding the fact that the

Lender may only execute this document under hand.

1.9 Full Title Guarantee

Any charge or assignment which is expressed to be made with "full title guarantee" shall be

construed so that the covenant implied by section 4(1 )(b) of the Law of Property

(Miscellaneous Provisions) Act 1994 shall not extend to:

1.9.1 the state of repair of any relevant Real Property; or

1.9.2 any Rack Rent Lease;

and all covenants implied hy the Law of Property (Miscellaneous Provisions) Act 1994 shall

be subject to any Security permitted by the Senior Facilities Agreement

2. PAYMENT OF SECI:RED OBLIGATIONS

2.1 Covenant to pay

Each Chargor hereby covenants with the Lender that it shall discharge the Secured

Obligations. Each Chargor shall pay to the Lender when due and payable every sum at any

time owing, due or incurred by such Chargor to the Lender or any of the other Secured

Parties in respect of any such liabilities, provided that neither such covenant nor the

Security constituted by this Debenture or any Mortgage shall extend to or include any

liability or sum which would, but for this proviso, cause such covenant or Security to be

unlawful or prohibited by any applicable law.

UK 217995602

2.2 Interest on demands

Without double counting m respect of amounts owing under the Senior Facilities

Agreement, if any Chargor fails to pay any sum on the due date for payment of that sum

such Chargor shall pay interest on any such sum (before and after any judgment and to the

extent interest at a default rate is not otherwise being paid on such sum) from the date of

demand until the date of payment calculated on a daily basis at the rate determined by and in

accordance with the provisions of clause 9.3 (Default interest) of the Senior Facilities

Agreement

3. FIXED CHARGES, ASSIGNMENTS AND FLOATING CHARGE

3.1 Fixed charges

Each Chargor hereby charges with full title guarantee in favour of the Lender as security for

the payment and discharge ofthe Secured Obligations, by way of first fixed charge (which,

so far as it relates to land in England and Wales vested in a Chargor at the date of this

Debenture and listed in Schedule 2 (Details of Real Property) (which shall exclude any

Excluded Real Property), shall be a charge by way of legal mortgage) all such Charger's

right, title and interest from time to time in and to each of the following assets (subject in

each case !o obtaining any necessary consent to such mortgage or fixed charge from any

third party) in each case both present and future:

3.1.1 the Real Property (other than any Excluded Real Property);

3.1.2 the Tangible Moveable Property;

3.1.3 the Accounts;

3.1.4 the Charged Intellectual Property;

3.1.5 any goodwill and rights in relation to the uncalled capital of such Chargor;

3.1.6 the Investments and all Related Rights;

3.1.7 the Shares, all dividends, interest and other monies payable in respect of the

Shares and all other Related Rights (whether derived by way of redemption,

bonus, preference~ option. substitutionl conversion or otherwise); and

3.1.8 all Monetary Claims other than any claims which are otherwise subject to a

fixed charge or assignment (at law or in equity) pursuant to this Debenture and

all Related Rights.

3.2 Assignments

Each Chargor hereby assigus with full title guarantee to the Lender as security for the

payment and discharge of the Secnred Obligations, subject to a proviso for re-assignment on

llK 217995602

redemption, all such Chargor's right, title and interest from time to time in and to each of the

following assets (subject to obtaining any necessary consent to that assignment from any

third party and without prejudice to such Chargor's obligations under Clause 6.3 (Consent of

third parties)) in each case both present and future:

3.2.1 the proceeds of any Insurance Policy; and

3.2.2 each of the Specific Contracts,

and, in each case, all Related Rights (save that the exercise of all rights and remedies in

connection with any such Specific Contracts or their Related Rights, the exercise of any

discretions or judgements, the giving of any waivers or consents and any entitlement to all

proceeds and claims arising therefrom shall, in the absence of an Enforcement Event, be

exercised at the sole discretion of the relevant Chargor: subject always to the tenns of the

Senior Facilities Agreement),

3.3 Floating charge

3.3.1 Each Chargor hereby charges with thll title guarantee (with all covenants

implied therein pursuant to the Law of Property (Miscellaneous Provisions) Act

1994 being subject to and qualified by reference to any Security permitted by

the Senior Facilities Agreement) in favour of the Lender as security for the

payment and discharge of the Secured Obligations by way of first floating

charge all present and future assets and undertaking of such Chargor.

3.3.2 The floating charge created by this Clause 3.3 shall be deferred in point of

priority lo all fixed security validly and effectively created by a Chargor under

the Finance Documents in favour of the Lender as security for tlre Secured

Obligations.

3.3.3 Paragraph 14 of Schedule Bl to the Insolvency Act 1986 applies to the floating

charge created pursuant to tl1is Clause 3.3.

4. CRYSTALLISATION OF FLOATING CHARGE

4.1 Crystallisation: by notice

The Lender may at any time by notice in writing to a Chargor convert the floating charge

created by Clause 3.3 (Floating charge) with immediate effect into a fixed charge as regards

any property or assets specified in the notice if:

4.1.1 an Enforcement Event has occurred; or

4.1.2 the Lender reasonably considers thai any of the Charged Property is in jeopardy

or in danger of being seized or sold pursuant to any fonn of legal process; or

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4.1.3 the Lender (acting in good faith) considers that it is necessary in order to

protect the priority of the Security constituted by the floating charge created by

clause 3.3 (Floating charge).

4.2 Crystallisation: automatic

Notwithstanding Clause 4.1 (Crystallisation: by notice) and without prejudice to any law

which may have a similar effect, the floating charge will automatically be converted

(without notice) with immediate effect into a fixed charge as regards all the assets subject to

the floating charge if:

4.2.1 any Chargor creates or attempts to create any Security (other than as permitted

by the Finance Documents) over any of the Charged Property; or

4.2.2 any persou levies or attempts to levy any distress, execution or other process, or

seizes any goods pursuant to any rent arrears recovery process, against any of

the Charged Property, save where pennitted under the terms of the Finance

Documents or where such process is not discharged within 5 Business Days; or

4.2.3 a resolution is passed or an order is made for the winding-up, dissolution,

administration or re-organisation of any Chargor or an administrator is

appointed in respect of any Chargor.

5. PERFECTION OF SECURITY

5.1 Notices of assignment and charge

5.1.1 Each Chargor shall deliver (or procure delivery) to the relevant counterparty

(with a copy to the Lender):

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(a) in respect of each Insurance Policy tbe proceeds of which are

assigned pursuant to Clause 3.2 (Assignments), a notice of assigument

substantially in the fonn set out in Schedule 7 (Fonn of Notice of

Assignment(!{ Insurances) duly executed by it promptly following the

date of this Debenture or promptly upon such Chargor entering into a

new Insurance Policy;

(b) in respect of each Specific Contract assigued pursuant to Clause 3.2

(Assignments), a notice of assignment substantially in the form set out

in Schedule 8 (Form of Notice of Assignment of Spec{fic Contract)

duly executed by it promptly following the date of this Debenture or

promptly upon such Chargor entering into a Specific Contract; and

(c) in respect of all leases (other than Rack Rent Leases) relating to Real

Property mortgaged or charged pursuant to Clause 3. I (Fixed

charges) or any Mortgage, a notice of charge substantially in the form

set out m Schedule 10 (Farm Notice of Charge) promptly

following the date of this Debenture or promptly upon such Chargor

entering into a lease (other than a Rack Rent Lease) relating to Real

Property,

and in each case such Chargor shall use its reasonable endeavours to procure

that each notice is acknowledged by the relevant counterparty within 20

Business Days of service of such notice. lf the Chargor has used its reasonable

endeavours but has not been able to obtain acknowledgement, its obligation to

obtain acknowledgement shall cease on the expiry of that 20 Business Day

period.

5.1.2 TI1e execution of this Debenture by each Chargor and the Lender shall

constitute notice to the Lender of the assignment created by this Debenture over

any Specific Contract to which the Lender is party.

5.2 Notices of charge: Accounts

5.2.1 Each Chargor shall, promptly following the date of this Debenture and

promptly upon the request of the Lender from time to time, in respect of any

Account, deliver (or procure delivery of) to relevant bank or financial

institution (with a copy to the Lender) a notice of charge in the form set out in

in respect of each Account or such other fonn as the Lender and the relevant

Chargor shall agree duly executed by or on behalf of such Chargor and, in each

case, such Chargor shall use its reasonable endeavours to procure that each

notice is acknowledged by the relevant bank or financial institution with which

that Account is opened or maintained within 20 Business Days of service of

such notice. lf the Chargor has used its reasonable endeavours but has not been

able to obtain acknowledgement, its obligation to obtain acknowledgement

shall cease on the expiry of that 20 Business Day period.

5.2.2 The execution of this Debenture by each Chargor and the Lender shall

constJtutc notice to the Lender of the charge created by this Debenture over any

Account opened or maintained with the Lender.

5.3 Real Property: delivery of documents of title

Each Chargor shall, as soon as reasonably practicable following the execution of this

Debenture in respect of any Real Property specified in Schedule 2 (Details of Real Property)

(which shall exclude any Excluded Real Property) and promptly following the acquisition

by such Chargor of any interest in any other freehold or other immovable property which is

not Excluded Real Property, deliver to tl1e Lender (or procure delivery of), and the Lender

shall be entitled to hold and retain, all deeds, certificates and other documents of title which

are in the possession of the Chargor relating to such property.

5.4 Note of Mortgage

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In the case of any Real Property other than Excluded Real Property, title to which is or v;ill

be registered under the Land Registration Act 2002, which is acquired by or on behalf of a

Chargor after the execution of this Debenture, such Chargor shall promptly notify the

Lender of the title number(s) and, contemporaneously with the making of an application to

the Land Registry for the registration of such Chargor as the Registered Proprietor of such

property, apply to the Chief Land Registrar to enter a notice of any Mortgage on the Charges

Register of such property.

5.5 Further advances

5.5.1 Subject to the terms of the Senior Facilities Agreement, the Lender is under an

obligation to make further advances to the Borrowers and that obligation will

be deemed to be incorporated into this Debenture as if set out in this Debenture.

5.5.2 Each Chargor consents to an application being made to the Chief Land

Registrar to enter the obligation to make further advances on the Charges

Register of any registered land forming part of the Charged Property.

5.6 Application to the Land Registry

Each Chargor consents to an application being made to the Chief Land Registrar to enter the

following restriction in the Proprietorship Register of any property which is, or is required to

be, registered and which forms part of the Real Property (other than any Excluded Real

Property):

"No disposition of the registered estate by the proprietor qfthe registered estate, or by the

proprietor of any registered charge, not being a charge registered before the entry of this

restriction, is to be registered without a written consent signed by the proprietor/or the time

being of the debenture dated [•} in favour of'{•} referred to in the charges register or their

conveyancer."

5. 7 Delivery of share certificates

5.7.1 Each Chargor shall, on the date of this Debenture or on, or promptly after, the

date on which any Shares are issued or transferred to it after the date of this

Debenture, deposit '1\ith the Lender (or procure the deposit of)

(a) all certificates or other documents of title to such Shares; and

(b) stock transfer forms in such form as the Lender shall require with the

name of the transferee, the consideration and the date kept blank but

otherwise duly completed and executed by or on behalf of such

Chargor in relation to such Shares.

5.7.2 Each Chargor shall, promptly following the accrual, offer or issue of any

stocks, sharesj warran1s or other securities in respect of or derived from the

UK 217995602

Shares, notify the Lender of that occurrence and procure the prompt delivery to

the Lender of (a) all certificates or other documents of title representing snell

items and (b) such stock transfer forrns or other instruments of transfer as the

Lender may request.

5.8 Registration of Intellectual Property

Without prejudice to the generality of any other clause in this Debenture, each Chargor shall

at any time or times, if requested by the Lender, promptly and at its own expense, execute

all such documents and do all acts that the Lender may reasonably require to record the

interest of the Lender in any registers in the world relating to any registered Charged

Intellectual Property to the extent required by, and pursuant to, the requirements set out in

the Senior Facilities Agreement

6. FURTHER ASSUR-\NCE

6.1 Further assurance: general

6.1.1 The covenant set out in Section 2(l)(b) of the Law of Property (Miscellaneous

Provisions) Act 1994 shall extend to include the obligations set out in sub

Clause 6.1.2.

6.1.2 Subject to obtaining any necessary consents, each Chargor shall promptly enter

into a Mortgage over any future acquired Real Property (other than Excluded

Real Property).

6.2 Necessary action

Eacg Chargor shall at its own expense take all such action as is available to it (including

making all filings and registrations) as may be necessary for the purpose of the creation,

perfection, protection, confirmation or maintenance of any Security created or intended to be

created in favour of the Lender, any Receiver or administmtor by or pursuant to this

Debenture and any Mortgage, in each case in a manner which is consistent with the

remaining provisions of this Debenture and any Mortgage and, in the case of any document

required to be created under this Clause 6.2, containing provisions corresponding to, and

which are on terms no more onerous than, the Senior Facilities Agreement, this Debenture

or any Mortgage.

6.3 Consent of third parties

Each 01argor shall use its reasonable endeavours to obtain any consents necessary,

including any consent necessary for any Mortgage, to enable the assets of such Chargor to

be the subject of an effective fixed charge or assignment pursuant to the terms of Clause 3

(Fixed Charges, Assignments and Floating Charge) and, immediately upon obtaining any

such consent, the asset concerned shall become subject to such Security and such Chargor

shall promptly deliver a copy of each consent to the Lender, provided that the Chargors

UK 2!7995602

shall not be required to comply with this Clause 63 where the relevant asset is not material

or where, if the relevant Chargor were to comply with this Clause 6.3, such compliance

would be reasonably likely to be materially adverse to its commercial relationship with the

relevant third party.

6.4 Implied covenants for title

The obligations of each Chargor under this Debenture and any Mortgage shall be in addition

to the covenants for title deemed to be included in this Debenture and any Mortgage by

virtue of Part 1 of the Law of Property (Miscellaneous Provisions) Act 1994.

6.5 Validity of security

No Chargor shall do or cause or permit to be done anything which may in any way

jeopardise or otherwise pr<:iudice the validity of the Security created or intended to be

created by this Debenture save as pL'IIDitled under the tenns of the Finance Documents.

7. NEGATIVE PLEDGE AND DISPOSALS

7.1 Security

Each Chargor shall not at any time during the subsistence of this Debenture or any

Mortgage, create or permit to subsist any Security over all or any part of the Charged

Property other than as pennitted under the tenus of the Finance Documents.

7.2 No disposal ofinterests

Each Chargor shall not (and shall not agree to) at any time during the subsistence of this

Debenture or any Mortgage, except as permitted pursuant to the Senior Facilities

Agreement:

7.2.1 execute any conveyance, transfer, lease or assignment of, or other right to use

or occupy, all or any part ofthe Charged Property; or

7 .2.2 create any legal or equitable estate or other interest in~ or overj or othenNise

relating to, all or any part of the Charged Property; or

7.2.3 (a) grant or vary, or accept any surrender, or cancellation or disposal of, any

lease, tenancy, licence, consent or other right to occupy in relation to any of the

Charged Property or (b) allow or grant any person any licence or right to use or

occupy or to become entitled to assert any proprietaty interest in, or right over,

the Charged Property, which may, in each case, adversely affect the validity or

enforceability of the Security created by this Debenture over any of the

Charged Property or the ability of the Lender to exercise any of the Collateral

Rights (and for the avoidance of doubt this provision does not entitle any

Chargor to dispose of any Charged Property when it is not a disposal or

UK 217995602

Pennitted Transaction as specifically permitted under the Senior Facilities

Agreement); or

7.2.4 assign or otherwise dispose of any interest in any Acconnt.

8. SHARES AND INVESTMENTS

8.1 Shares: before an Enforcement Event

Prior to the occurrence of an Enforcement Event, each Chargor shall be entitled to:

8.1.1 pay all dividends, interest and other monies arising from the Shares and/or

Related Rights as permitted by the Senior Facilities Agreement; and

8.1.2 exercise all voting rights in relation to the Shares provided that such Chargor

shall not exercise such voting rights in any manner which would:

(a) adversely affect the validity or enforceability of the Security created

or purported to be created by this Debenture; or

(b) result iu an Event of Delimit.

8.2 Shares: after an Enforcement Event

Upon the occurrence of an Enforcement Event, the Lender may at its discretion (in the name

of any Chargor or otherwise and without any further consent or authority from such

Chargor):

8.2.1 exercise (or refrain from exercising) any voting rights in respect ofthe Shares;

8.2.2 apply all dividends, interest aod other monies arising from the Shares in

accordance with Clause 17 (Application of Monies);

8.2.3 tmnsfer the Shares into the name of such nominee(s) of the Lender as it shall

re.quire; and

8.2.4 exercise (or refrain from exercising) the powe-rs and rights conferred on or

exercisable by the legal or beneficial ovmer of the Shares, including the right,

in relation to any company whose shares or other securities are included in the

Charged Property, to concur or participate in:

UK 217995602

(a) the reconstruction, amalgamation, sale or other disposal of such

company or any of its assets or undertaking (including the exchange,

conversion or reissue of any shares or securities as a consequence of

such event);

(b) the release, modification or variation of any rights or liabilities

attaching to such shares or secmities; and

(c) the exercise, renunciation or assignment of any right to subscribe for

any shares or securities,

in each case in snch manner and on such ienns as the Lender may think fit, and

the proceeds of any such action shall fonn part of the Charged Property.

8.3 Investments and Shares: payment of calls

Each Chargor shall pay when due all calls or other payments which may be or become due

in respect of any of the Investments and Shares, and if such Chargor fails to do so within a

reasonable time, the Lender may, if it thinks fit, make such payment on behalf of such

Chargor in which case any sums paid by the Lender shall be reimbursed by or on behalf of

such Chargor within five Business Days of demand.

8.4 Investments: delivery of documents of title

After the occmTence of an Enforcement Event, each Chargor shall, promptly on the request

of the Lender, deliver (or procure delivery) to the Lender, and the Lender shall be entitled to

retain, all of the Investments and any certificates and other documents of title representing

the Investments to which such Chargor (or its nominee(s)) is or becomes entitled together

with any other document which the Lender may reasonably request (in such fonn and

executed as the Lender may reasonably require) with a view to perfecting or improving its

security over the Investments or to registering any Investment in its name or the name of any

nominee(s).

!!.5 Investments: exercise of rights

No Chargor shaH exercise any of its rights and powers in relation to any of the Investments

in any manner which would materially and adversely affect the validity or enforceability of

this Debenture.

8.6 No restrictions on transfer

Each Chargor shall:

8.6.1 ensure that !he Shares and Related Rights are at all times free from any

restriction on transfer (whether under any relevant constitutional documents or

otherwise) by the Lender (or its nominee(s)) to perfect or enforce the Security

conferred or intended to be conferred by this Debenture; and

8.6.2 procure that the board of directors of each Chargor approves any transfer of any

of the Shares and Related Rights desired to be made by the Lender in the

exercise of the rigbts, powers and remedies conferred upon it by this Debenture

or by law.

UK 217995602

9. ACCOUNTS

9.1 Accounts: notification and variation

Each Chargor, during the subsistence of this Debenture:

9.1.1 shall promptly deliver to the Lender on the date of this Debenture and in the

case of an Additional Chargor on the date of any Deed of Accession executed

by such Additional Chargor (and, if any change occurs thereafter, promptly

following the date of such change), details of each Account maintained by it

with any bank or financial institution (other than with the Lender);

9.1.2 shall maintain each Account; and

9.1.3 shall not permit or agree to any variation of the rights attaching to any Account

or close any Account where such variation or closure has or would be

reasonably likely to have a material and adverse effect on the Security created

by this Debenture.

9.2 Accounts: operation before an Enforcement Event

Prior to the occurrence of an Enforcement Event, each Chargor shall be entitled to receive,

withdraw or otherwise transfer any credit balance from time !o time on any Account subject

to the terms of the Finance Documents.

9.3 Accounts: operation after an Enforcement Event

After the occmTence of an Enforcement Event, no Chargor shall be entitled to receive,

withdraw or otherwise transfer any credit balance from time to time on any Account except

with the prior consent of the Lender.

9.4 Accounts: application of monies

Upon the occurrence of an Enforcement Event or thls Security othen\']se becoming

enforceable pursuant to Clause 13.1 (Enforcemeni), the Lender shall be entitled without

notice to apply. transfer or set-off any or all of the credit balances from time to time on any

Account in or towards the pay1nent or other satisfaction of all or part of the Secured

Obligations in accordance with Clause 17 (Application ojMonies).

ill. MONETARY CI~AIMS

10.1 Release of Monetary Claims: before an Enforcement Event

Prior to the occurrence of an Enforcement Event, each Chargor shall be entitled to collect,

release, waive or otherwise manage its Monetary Claims and any process thereof as it sees

fit.

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Hl.2 Release of Monetary Claims: after an Enforcement Event

After the occurrence of an Enforcement Event and except with the prior written consent of

the Lender, no Chargor shall be entitled to withdraw or otherwise transfer the proceeds of

the realisation of any Monetary Claims standing to the credit of any Account.

11. lNSVR~CES

11.1 Insurance: undertakings

Each Chargor shall at all times during the subsistence of this Debenture (save as otherwise

provided in the Senior Facilities Agreement):

11.1.1

11.1.2

H.l.3

11.1.4

keep the Charged Property insured in accordance with the terms of the Senior

Facilities Agreement;

procure that each Insurance Policy relating to the Charged Property has noted

on it the interests of the Lender under this Debenture;

promptly pay all premiums and other monies payable under all Insurance

Policies; and

if reasonably requested by the Lender (but subject to the provisions of any lease

of the Charged Property), deposit all Insurance Policies relating to the Charged

Property with the Lender,

Il.2 Insurance: default

If a Chargor defaults in complying with Clause 11.1 (Insurance: undertakings), the Lender

may effect or renew any such insurance on such terms, in such name(s) and in such

amonnt(s) as it reasonably considers appropriate, and all monies reasonably expended by the

Lender in doing so shall be reimbursed by such Chargor to the Lender within five Business

Days of demand and shall carry interest from the date of demand by the Lender until

reimbursed at the- mte- specified in Clause 2.2 (Interest on demands).

11.3 Application of insurance proceeds

All monies received by a Chargor under any lnsnrance Policies relating to the Charged

Property shall (subject to !he rights and claims of any person having prior rights to such

monies) after the occurrence of an Enforcement Event, be held by such Chargor on trust for

the Lender pending payment to the Lender for application in accordance with Clause 17

(Application of Monies) and such Chargor waives any right it may have to require that any

such monies are applied in reinstatement of any part of the Charged Property.

UK 217995602

12. REAL PROPERTY

12.1 Property: notification

Each Chargor shall promptly notify the Lender of any contract, conveyance, transfer or

other disposition or the acquisition by such Chargor (or its nominee(s)) of any Real Property

(other than Excluded Real Property) (in each case determined on the basis of each individual

acquisition or a related series of acquisitions).

12.2 Lease covenants

Each Chargor shall, in relation to any lease, agreement for lease or other right to occupy to

which all or any part of the Charged Property is at any time subject:

12.2.1

12.2.2

pay the rents (if the lessee) and observe and perform in all material respects the

covenants, conditions and obligations imposed (if the lessor) on the lessor or,

(if the lessee) on the lessee; and

not do any act or thing whereby any lease or other document which gives any

right to occupy any part of the Charged Property which is necessary for the

conduct of its business becomes subject to detennination or any right of re

entry or forfeiture prior to the expiration of its term,

in each case to the extent that failure to do so could be reasonably expected to have a

Material Adverse Effect.

12.3 Entitlement to remedy

If any Chargor !ails to comply with any of the undertakings contained in this Clause 12

within a reasonable time, the Lender shall be entitled (with such agents, contractors and

others as it sees fit), to do such things as may, in the reasonable opinion of the Lender, be

required to remedy such failure and all monies reasonably incurred by the Lender in doing

so shall be reimbursed by such Chargor within five Business Days of demand.

13. ENFORCEMEJIII OF SECURITY

13.1 Enforcement

At any time after the occurrence of an Enforcement Even! or if a Chargor requests the

Lender in \vriting (or as otherwise agreed) to exercise any of its powers under this

Debenture or any Mortgage, the Security created by or pursuant to this Debenture is

immediately enforceable and the Lender may, without notice to any Chargor or prior

authorisation from any court, in its absolute discretion:

13.l.l

UK 2!7995602

enforce all or any part of that Security (at the times, in the manner and on the

tenns it thinks fit) and take possession of and hold or dispose of all or any part

of the Charged Property and the Lender (or its nominee(s)) shall have an

13.1.2

immediate and absolute power of sale or other disposition over the Charged

Property (including, vtithout limitation, the power to execute, seal, deliver or

otherwise complete any transfers or other documents required to vest any of the

Shares and/or Related Rights in Lender, any of its nominees or in any purchaser

of any of the Shares and/or Related Rights); and

whether or not it has appointed a Receiver, exercise all or any of the powers,

authorities and discretions conferred by the Act (as varied or extended by this

Debenture and each Mortgage) on mmtgagees and by this Debenture and each

Mortgage on any Receiver or otherwise conferred by law on mortgagees or

Receivers.

13.2 No liability as mortgagee in possession

Neither the Lender nor any of its nominees nor any Receiver shall be liable to account as a

mortgagee in possession in respect of all or any part of the Charged Property or be liable for

any loss upon realisation or for any neglect, default or omission in connection with the

Charged Property to which a mortgagee or mortgagee in possession might otherwise be

liable, and in particular the Lender (or its nominee(s)) or any Receiver shall not be liable for

any loss occasioned by any exercise or non-exercise of rights attached to the Shares or the

Related Rights or by any failure to report to any Chargor any notice or other communication

received in respect of the Shares.

13.3 Right of appropriation

To the extent that any of the Charged Property constitutes "financial collateral" and this

Debenture and the obligations of any Chargor hereunder constihrte a "security financial

collateral arrangement" (in each case as defined in, and for the purposes of, the Financial

Collateral Arrangements (No. 2) Regulations 2003 (Sl 2003 No. 3226) (the Regulations))

the Lender shall have, at any time after the occurrence of an Enforcement Event, the right to

appropriate all or any part of such financial collateral in or towards discharge of the Secured

Obligations. For this purpose, the parties a&'Tee that the value of such financial collateral so

appropriated shall be (a) in the case of cash, the amonnt standing to the credit of each of the

Accounts, together with any accmed but unposted interest, at the time the right of

appropriation is exercised; and (b) in the case of Investments amVor Shares, the market price

of such Investments and/or Shares determined by the Lender by reference to a public index

or by sucb other process as the Lender may select, including independent valuation. ln each

case, the parties agree that the method of valuation provided for in this Debenture shall

constitute a commercially reasonable method of valuation for the purposes of the

Regulations,

13.4 Effecl of moratorium

The Lender shall not be entitled to exercise its rights under Clause 13.1 (Er!fbrcement),

Clause 15.1 (Appointment and removal) (other than Clause !5.1.5) or Clause 4

( Oystailisation C!f Floating Charge) where the right arises as a result of an Event of Default

UK 217995602

occurring solely due to any person obtaining or taking steps to obtain a moratorium pursuant

to Schedule A! of the Insolvency Act 1986,

14. EXTENSION Al'iD VARIATION OF THE ACT

14.1 Extension of powers

The power of sale or other disposal conferred on the Lender, its nominee(s) and any

Receiver by this Debenture and each Mortgage shall operate as a variation and extension of

the statutory power of sale under Section 101 of the Act and such power shall arise (and the

Secured Obligations shall be deemed due and payable for that purpose) on execution of this

Debenture and each Mortgage, but shall only be exercisable at any time after the occurrence

of an Enforcement Event

14.2 Restrictions

The restrictions contained in Sections 93 and 103 of the Act shall not apply to this

Debenture and each Mortgage or to the exercise by the Lender of its right to consolidate all

or any of the Security created by or pursuant to this Debenture and each Mortgage with any

other Security ln existence at any time or to its power of sale, which powers may be

exercised by the Lender without notice to any Chargor on or at any time after the occurrence

of an Enforcement Event

14.3 Power ofleasing

The statutory powers of leasing may be exercised by the Lender at any time on or after the

occmTence of an Enforcement Event and the Lender and any Receiver may make any lease

or agreement for lease, accept surrenders of leases and grant options on such tenns as it shall

think fit, without the need to comply with any restrictions imposed by Sections 99 and l 00

of the Act

14.4 Transfer of Security

14.4.1

14,4,2

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At any time after the occurrence of an Enforcement Event, the Lender may:

(a) redeem any prior Security against any Charged Property; and/or

(b) procure the transfer of any such Security to itself; and/or

(c) settle and pass the accounts of the prior mortgagee or chargee; any

accounts so settled and passed will be, in the absence of manifest

error, conclusive and binding on each Chargor,

Each Chargor shall pay to the Lender immediately on demand the costs and

expenses incurred by the Lender in taking any action contemplated by Clause

14,4, l, including the payment of any principal or interest

14.5 Suspeme account

If the Security created by this Debenture is enforced at a time when no amount is due under

the Finance Documents but at a time when amounts may or will become due, the Lender (or

any Receiver) may pay the proceeds of any recoveries effected by it into a suspense account

15. APPOINTMENT OF RECEIVER OR ADMINISTRATOR

15.1 Appointment ami removal

After the occurrence of an Enforcement Event or if requested to do so in writing (or as

otherwise agreed) by any Chargor, the Lender may by deed or ofberwise (acting through an

authorised officer of the Lender), without prior notice to any Chargor and in relation to each

Chargor:

15.1.1

15.1.2

15.1.3

15.1.4

15.1.5

appoint one or more persons to be a Receiver of the whole or any part of the

Charged Property;

appoint two or more Receivers of separate parts of the Charged Property;

remove (so far as it is lawfully able) any Receiver so appointed;

appoint another person(s) as an additional or replacement Receiver(s); and

appoint one or more persons to be an administrator of such Chargor.

15.2 Capacity of Receivers

Each person appointed to be a Receiver pursuant to Clause 15.1 (Appointment and removal)

shall be:

15.2.1

15.2.2

15.2.3

entitled to act individually or together with any other person appointed or

substituted as Receiver;

for all purposes shall be deemed to be the agent of the relevant Chargor which

shall be solely responsible for his acts, defaults and liabilities and for the

payment of his remuneration and no Receiver shall at any time act as agent for

the Lender; and

entitled to remuneration for bis services at a rate to be fixed by the Lender from

time to time (wifbout being limited to the maximum rate specified by the Act).

15.3 Statutory powers of appointment

The powers of appointment of a Receiver shall be in addition to all statutory and other

powers of appointment of the Lender under the Act (as extended by this Debenture and each

Mortgage) or ofber"~se and such powers shall remain exercisable from time to time by the

Lender in respect of any part of the Charged Property. Except as provided in Clause 13.4

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(Effect of moratorium), any restriction imposed by law on the right of a mortgagee to

appoint a receiver (including under section 109(1) of the Act) does not apply to this

Debenture.

16. PO\VERS OF RECEIVER

Every Receiver shall (subject to any restrictions in the instrument appointing him but

notwithstanding any winding-up or dissolution of a Chargor) have and be entitled to

exercise, in relation to the Charged Property (and any assets of a Chargor which, when got

in, would be Charged Property) in respect of which he was appointed, and as varied and

extended by the provisions of this Debenture (in the name of or on behalf of the relevant

Chargor or in his own name and, in each case, at the cost of such Chargor);

16.1.1

16.1.2

16.1.3

16.1.4

aU the powers conferred by the Act on mortgagors and on mortgagees In

possession and on receivers appointed under the Act;

all the powers of an administrative receiver set out in Schedule l to the

Insolvency Act 1986 (whether or not the Receiver is an administrative

all the powers and rights of an absolute owner and power to do or omit to do

anything which relevant Chargor itself could do or omit to do; and

the power to do all things (including bringing or defending proceedings in the

name or on behalf of the relevant Cbargor) which seem to the Receiver to be

incidental or conducive to (a) any of the functions, powers, authorities or

discretions conferred on or vested in him or (b) the exercise ofthe Collateral

Rights (including realisation of all or any part of the Charged Property) or (c)

bringing to his hands any assets of the relevant Chargor forming part of, or

which when got in would be, Charged Property.

17. APPLICATION OF MONIES

All monies received or recovered by the Lender, its nominee(s) or any Receiver pursuant to

this Debenture and each Mortgage or the powers conferred by it shall (subject to the claims

of any person having prior rights thereto and by way of variation of the provisions of the

Act) be applied first in the payment of the costs, charges and expenses incurred and

payments made by the Receiver, the payment of his remuneration and the discharge of any

liabilities incurred by the Receiver in, or incidental to, the exercise of any of his powers, and

thereafter shall be applied by the Lender towards payment of all other Secured Obligations

or such part of them as is then due and payable to the Lender in accordance with the Senior

Facilities Agreement and/or in such order as the Lender may see fit Any surplus shall be

paid to any Chargor or other person entitled to it.

18. PROTECTION OF PI:RCHASERS

UK 217995602

18.1 Consideration

The receipt of the Lender, its nominee(s) or any Receiver shall be conclusive discharge to a

purchaser and, in making any sale or disposal of any of the Charged Property or making any

acquisition, the Lender, its nominee(s) or any Receiver may do so for such consideration, in

such manner and on such terms as it thinks fit.

18.2 Protection of purchasers

No purchaser or other person dealing with the Lender, its nominee(s) or any Receiver shall

be bound to inquire whether the right of the Lender, such nominee(s) or such Receiver to

exercise any of its powers has arisen or become exercisable or be concerned with any

propriety or regularity on the part of the Lender, such nominee(s) or such Receiver in such

dealings.

19. POWER OF ATTORNEY

19.1 Appointment and powers

Each Chargor by way of security irrevocably appoints the Lender and any Receiver

severally to be its attorney and in its name, on its behalf and as its act and deed to execute,

deliver and perfect all documents and do all things which the attorney may consider to be

required or desirable for:

19.1.1

19.1.2

carrying out any obligation imposed on such Chargor by this Debenture

(including the completion, execution and delivery of any Mortgages, deeds,

charges, assignments or other security and any transfers of the Charged

Property); and

enabling the Lender and any Receiver to exercise, or delegate the exercise of,

any of the rights, powers, authorities and discretions conferred on them by or

pursuant to this Debenture or any Mortgage or by law (including, the exercise

of any right of a legal or beneficial owner of the Charged Property) and

(without prejudice to the generality of the foregoing) to execute as a deed or

under hand and deliver and otherwise perfect any deed, assurance, agreement,

instrument or act which it may reasonably deem proper in or for the purpose of

exercising any of such rights, powersl authorities and discretions.

19.2 Exercise of power of attorney

The Lender may only exercise the power of attorney granted by a Chargor pursuant to

Clause 19.1 (Appointment and powers) follo"ing:

19.2.1

19.2.2

UK 217995602

the occurrence of an Enforcement Event; or

the failure by such Chargor to comply with any further assurance or perfection

of security obligations required by the terms of this Debenture or any

22.

19.3 Ratification

Mortgage, provided that the Lender has made a written request of such Chargor

to carry out the same and the relevant Chargor has not complied 'INith such

notice within five Bnsiness Days of receipt of such notice.

Each Chargor shall ratify and confinn all things done and all documents executed by any

attorney in the proper and lawful exercise or purported exercise of all or any of his powers,

save in relation to any breach by the Lender of the provisions of Clause 19.2 (Exercise of

power qf' attorney) (other than where such liability arises as a direct result of the gross

negligence or wilful deflmlt on the part of the attorney),

19.4 Lender's power to remedy breaches

If at any time any Chargor fails to perform any of the covenants contained in this Debenture,

within five Business Days of demand by the Lender to do so, it shall be lawful for the

Lender, but the Lender shall have no obligation, to take such action on behalf of such

Chargor (including, without limitation, the payment of money) as may in the Lender's

reasonable opinion be required to ensure that such covenants are performed. Any losses,

costs, charges and expenses incurred by the Lender in taking such action shall be reimbursed

by such Chargor within five Business Days of demand.

20. EFFECTIVENESS OF SECURITY

20.1 Continuing security

20.1.1

20.1.2

The Security created by or pursuant to this Debenture and any Mortgage shall

remain in full force and effect as a continuing security for the Secured

Obligations unless and until the Secured Obligations have been irrevocably and

unconditionally discharged in full and the Lender has no further obligation to

make any advance available to any Obligor pursuant !o any Finance Document

No part of the Security from time to time intended to be constituted by the

Debenture will be considered satisfied or discharged by any intermediate

payment, discharge or satisfaction of the whole or any part of the Secured

Obligations.

20.2 Cumulative rights

The Security created by or pursuant to this Debenture and any Mortgage and the Collateral

Rights shall be Cllmulative, in addition to and independent of every other Security which the

Lender or any Secured Party may at any time hold for the Secured Obligations or any other

obligations or any rights, powers and remedies provided by Jaw. No prior Security held by

the Lender or any of the other Secured Parties over the whole or any part of the Charged

Property shall merge into the Security constituted by this Debenture and any Mortgage,

UK2!7995602

20.3 No prejudice

The Security created by or pursuant to this Debenture and any Mortgage and the Collateral

Rights shall not be prejudiced by any unenforceability or invalidity of any other agreement

or document or by any time or indulgence granted to any Chargor or any other person. or the

Lender or any of the other Secured Parties or by any variation of the terms of the trust upon

which the Lender holds the Security or by any other thing which might otherwise prejudice

that Security or any Collateral Right

20.4 Remedies and waivers

No failure on the part of the Lender to exercise, or any delay on its part in exercising, any

Collateral Right shall operate as a waiver of that Collateral Right, nor shall any single or

partial exercise of any Collateral Right preclude any further or other exercise of thai or any

other Collateral Right.

20.5 No liability

None of the Lender, its nominee(s) or any Receiver shall be liable by reason of (a) taking

any action pennitted by this Debenture or any Mortgage or (b) any neglect or default in

cmmection with the Charged Property or (c) taking possession of or realising all or any part

of the Charged Property. except in the case of gross negligence or wilful default upon its

part.

20.6 Partial invalidity

u; at any time, any provision of this Debenture or any Mortgage is or becomes illegal,

invalid or unenforceable in any respect nnder the law of any jurisdiction, neither the legality.

validity or enforceability of the remaining provisions of this Debenture or any Mortgage nor

of such provision under the laws of any other jurisdiction shall in any way be affected or

impaired thereby and, if any part of the Security intended to be created by or pursuant to this

Debenture or any Mortgage is invalid, unenforceable or ineffective for any reason, that shall

not affect or impair any other part of the Security.

20.7 Waiver of defences

The obligations of each Chargor under this Debenture and each Mortgage will not be

affected by an act, omission, matter or thing which, but for this Clause, would reduce.

release or prejudice any of its obligations under this Debenture and each Mm1gage (without

limitation and whether or not known to it or any Secured Party) including:

20.7.1

20.7.2

UK2l7995602

any time, waiver or consent granted to, or composition with~ any Obligor or

other person;

the release of any other Obligor or any other person under the terms of any

composition or atmngement with any creditor of any member of the Gronp;

20.7.3

20.7.4

20.7.5

20.7.6

20.7.7

the taking, variation, compromise, exchange, renewal or release of, or refusal or

neglect to perfect, take up or enforce, any rights against, or Security over assets

of, any Obligor or other person or any non-presentation or non-observance of

any formality or other requirement in respect of any instrument or any failure to

realise the full value of any Security;

any incapacity or lack of power, authority or legal personality of or dissolution

or change in the members or status of an Obligor or any other person;

any amendment, novation, supplement, extension restatement (however

fundamental and whether or not more onerous) or replacement of a Finance

Document or any other document or security including, without limitation, any

change in the purpose of, any extension of or increase in any facility or the

addition of any new facility under any Finance Document or other document or

security;

any unenforceability, illegality or invalidity of any obligation of any person

under any Finance Document or any other document or Security; or

any insolvency or similar proceedings.

20.8 Immediate recourse

Each Chargor waives any right it may have of first requiring any Secured Party to proceed

against any other Chargor or Obligor or any other person or enforce any other rights or

security or claim payment from any person before claiming fmm such Chargor under this

Debenture or any Mortgage. This waiver applies irrespective of any law or any provision of

this Debenture to the contrary or any Mortgage.

20.9 Deferral of rights

Until such time as the Secured Obligations have been discharged in full, no Chargor will

exercise any rights which it may have by reason ofperfonnance by it of its obligations under

this Debenture or any Mortgage:

20.9.1

20.9.2

20.9.3

20.9.4

UK 217995602

to be indemnified by any Obligor;

to claim any contribution from any other Chargor or any guarantor of any

Obligor's obligations under the Finance Document;

to take the benefit (in whole or in part and whether by way of subrogation or

otherwise) of any rights of the Secured Parties under the Finance Documents or

of any other guarantee or security taken pursuant to, or in cmmection with, the

Finance Documents by any Secured Party;

to bring legal or other proceedings for an order requiring any Obligor to make

any payment, or perform any obligation, in respect of which any Guarantor has

20.9.5

20.9.6

given a guarantee, undertaking or indemnity under clause !8.1 (Guarantee and

Indemnity) of the Senior Facilities Agreement;

to exercise any right of set-off against any Obligor; and! or

to claim or prove as a creditor of any Obligor in competition with any Secured

Party.

21. RELEASE OF SECURITY

21.1 Redemption of security

Upon the Secured Obligations being discharged in full and none of the Secured Parties being

under any further actual or contingent obligation to make advances or provide other

financial accommodation to any Chargor, any Obligor or any other person under any of the

Finance Documents, the Lender shall, promptly at the request and cost of the Chargors,

release and cancel the Security constituted by this Debenture and procure the reassignment

to the relevant Chargors of the property and assets assigned to the Lender pursuant to this

Debenture, in each case subject to Clause 21.2 (Avoidance of payments) and without

recourse to, or any representation or warranty by, the Lender or any of its nominees.

21.2 Avoidance of payments

If the Lender (on the basis of legal advice (with all reasonable costs incuned in relation to

seeking such advice to be paid by the Chargors) received from a reputable finn of solicitors,

or, in a jurisdiction other than England and Wales, their equivalent for this purpose)

reasonably considers that any amount paid or credited to it is likely to be avoided or reduce<!

by virtue of any bankruptcy, insolvency, liquidation or similar laws the liability of each

Chargor under, and the Security created by, this Debenture shall continue and such amount

shall not be considered to have been irrevocably paid. For the avoidance of doubt, no

interest shall accrue on any such amount, unless and until such amount is so avoided or set

aside.

21.3 Permitted disposals

Wllere a Chargor makes a disposal pennitted by the tenns of the Senior Facilities

A!,oreement, the Lender shall at the request and cost of the relevant Chargor, take all or any

action (including the provision of a letter of non-crystallisation) necessary to release the

Charged Property which is the subject of such disposal from the Security constituted by this

Debenture or any Mortgage.

22. SUBSEQUENT SECURITY INTERESTS

If the Lender or any of the otber Secured Parties at any time receives or is deemed to have

received notice of any subsequent Security affecting all or any part of the Charged Property

or any assignment or transfer of the Charged Property which is prohibited by the tenns of

UK 217995602

this Debenture or any Mortgage or the Senior Facilities Agreement, all payments made

thereafter by or on behalf of any Chargor to the Lender or any of the other Secured Parties

shall be treated as having been credited to a new account of such Chargor and not as having

been applied in reduction of the Secured Obligations as at the time when the Lender

received such notice.

23. ASSIGNMENT

The Lender may asSign and transfer all or any of its rights and obligations under this

Debenture or any Mortgage in accordance with the terms and conditions of the Senior

Facilities Agreement. The Lender shall be entitled to disclose such information concerning

each Chargor and this Debenture or any Mortgage in accordance with the tenns and

conditions of the Senior Facilities Agreement.

24. NOTICES

The provisions of clause 30 (Notices) of the Senior Facilities Agreement shall apply to this

Debenture.

25. DISCRETION AND DELEGATION

25.1 Discretion

Any 1iberty or power which may be exercised or any determination which may be made

under this Debenture or under any Mortgage by the Lender or any Receiver may, unless

stated othenvise, be exercised or made in its absolute and unfettered discretion without any

obligation to give reasons.

25.2 Delegation

Each of the Lender and any Receiver shall have full power to delegate (either generally or

specilically) the powers, authorities and discretions conferred on it by this Debenture

(including the power of attorney) or any Mortgage on such tenns and conditions as it shall

see fit which delegation shall not preclude either the subsequent exercise, any subsequent

delegation or any revocation of such power, authority or discretion by the Lender or the

Receiver itself. Neither the Lender nor any Receiver shall be iu any way liable or

responsible to any Chargor for any loss or damage arising from any act, default, omission or

misconduct on the part of any such delegate or sub-delegate.

26. COUNTERPARTS

This Debenture may be executed in any number of counterparts, and this has the same effect

as iflhe signatures on the connterparts were on a single copy of this Debenture.

27. GOVE&"''ING LAW

UK 217995602

This Debenture and all matters including non-contractual obligations arising out of or in

connection with it are governed by English law.

28. JURISDICTION

28.1 English courts

The courts of England have exclusive jurisdiction to settle any dispute arising out of, or in

connection with this Debenture or any Mortgage (including a dispute relating to the

existence, validity or termination of this Debenture or any Mortgage or the consequences of

its nullity or any non-contractual obligations arising out of or in connection with this

Debenture or any Mortgage) (a Dispute).

28.2 Convenient forum

The parties to this Debenture agree that the courts of England are the most appropriate and

convenient courts to settle Disputes hetween them and, accordingly, no such party will argne

to the contrary.

28.3 Exclusive jurisdiction

This Clause 28 is lor the benefit ofthe Lender only. As a result and nol\vithstanding Clause

28.1 (English courts), the Lender shall not be prevented from taking proceedings relating to

a Dispute in any other court.s with jurisdiction. To the extent allowed by law, the Lender

may take concurrent proceedings in any number of jurisdictions.

THIS DEBENTURE has been sigoed on behalf of the Lender and executed as a deed by !he Original

Chargors and is delivered by it on the date specified above.

UK 217995602 ::a;

Name

Bell Pottinger Private Limited

Bell Pottinger (Services) Limited

Bell Pottinger LLP -

UK 217995602

SCHEDULE l

ORIGINAL CHARGORS

Registered Number

08024999

8306152

. ----OC380478

'"

----

SCHEDULE2

DETAILS OF REAL PROPERTY

PART I - REGISTERED LAND

(Freehold or leasehold property (if any) in England and Wales of which the relevant Chargor is

registered as the proprietor at the Land Registry)

[None as at the date of this Debenture]

PART II - UNREGISTERED LAND

(Freehold or leasehold property (if any) in England and Wales title to which is not registered at the

Land Registry of which the relevant Chargor is the owner)

[None as at the date of this Debenture]

UK 217995602

'"

Chargor

Bell Pottinger Private

Limited

UK 21 7995 602

SCHEDULE3

DETAILS OF SHARES

Name of Company in Class of Shares

which Shares are held

Bell Pottinger Ordinary

(Services) Limited

Number of Shares

held

1 share

Chargor

Bell Pottinger LLP

Bell Pottinger

(Services) Limited

Bell Pottinger Private

Limited

UK 217995602

SCHEDULE4

DETAILS OF ACCOUNTS

Account Bank (including Account Number

address and sort code)

SCHEDULE 5

DETAILS OF INSURANCE POLICIES

Chargor Type of Insurance Policy Number Insurer

None at tbe date ofthis Deed

UK 2!7995602

SCHEDULE6

DETAILS OF SPECIFIC CONTR.\CTS

Document Date Parties Description

Partnership Deed Oliginally dated 20 1) the initial members The Partnership Deed is

December 20!2 (as (including Bell a deed between the

amended and restated on Pottinger Private partners of the Bell

28 April 2014 and as Limited); and Pottinger LLP.

amended from time to 2) the current members

time) ···- --------------------------

UK 217995602

SCHEDULE7

FORl"\1 OF NOTICE OF ASSIGNMENT OF INSURANCES

To: [Insurer]

Date: [•]

Dear Sirs,

We hereby give you notice that we have assigned to [•] (the I~ender) pursuant to a debenture entered

into by us in favour of the Lender dated [ •] 2017 (subject to a provision for reassignment) all our

right, Iitle and interest in and to the proceeds of [insert description and number ofrelevam insurance

policy] (the Insurance Policy),

With effect from the date of your receipt oft his notice we instruct you to:

L make all payments and claims under or arising from the Insurance Policy (in accordance

with the terms of that Insurance Policy) to us until such time as you receive notice from the

Lender instructing you otherwise (Payment Notice), Upon receipt of a Payment Notice we

instmct you to comply with all payment instructions in respect of any claims and payments

under or arising from the Insurance Policy as set out in such Payment Notice;

2, note the interest ofthe Lender on the Insurance Policy; and

3, disclose to the Lender, \vithout further approval from us, such information regarding the

Insurance Policy as the Lender may from time to time request and to send it copies of all

notices issued by you under the Insurance Policy,

Please acknowledge receipt of this notice by signing the acknowledgement on the enclosed copy letter

and returning the same to the Lender at [ •J marked for the attention of f•l

Yours faithfully,

for and on behalf of

[Chargor]

UK 217995602

To: [•]

Date: [•]

We acknowledge receipt of a notice in the terms set out above and confirm that we have not received

notice of any previous assignmeuts or charges of or over any of the rights, title and interests and

benetlts referred to in such notice and that we will comply with the terrns of that notice,

For and on behalf of [Insurer]

By:

UK 217995602

SCHEDULES

FORtVI OF NOTICE OF ASSIGNMENT OF SPECIFIC CONTRACT

To: [Counte1parry]

Date: [•]

Dear Sirs,

We hereby give you notice that we have assigned to [•] (Lender) pursuant to a debenture entered into

by us in favour of the Lender dated [ •] 2017 the Debenture) all our right, title and interest in and to

[insert details of contract] (the Contract) including all monies which may be payable to us in respect

of the Contract

With effect from the date of your receipt of this notice:

1, all payments by you to us under or arising from the Contract should be made to us until such

time as you receive notice from the Lender instructing you otherwise (Payment Notice).

Upon receipt of a Payment Notice we instruct you to comply with all payment instructions

in respect of any payments to be made under or arising from the Contract as set out in the

Payment Notice;

2. upon your receipt of a Payment Notice from the Lender:

2.1.1 all remedies provided for in the Contract or available at law or in equity are

exercisable by the Lender;

2.1.2 all rights to compel perfommnce of the Contract are exercisable by the Lender

although we shall remain liable to perform all the obligations assumed by it

under the Contract; and

2.1.3 all rights, interests and benefits whatsoever accruing to or for the benefit of

ourselves arising trom the Contract belong to the Lender to the exclusion of us

and no changes Inay be made to the terms of the Contract otherwise than as

provided for in the senior facilities agreement between (among others)

ourselves and the Lender dated [ •] 2017 (the "Senior Facilities Agreement");

3. you are authorised and instructed, without requiring further approval from us, to provide the

Lender with such infonnation relating to the Contract as it may from time to time request

and to send it copies of all notices issued by you under the Contract to the Lender as well as

to us; and

these instmctions may not be revoked without the prior wTitten consent ofthe Lender.

Please acknowledge receipt of this notice by signing the acknowledgement on the enclosed copy letter

and returning it to the Lender at [ •] marked for the attention of [ •].

UK 217995602

Yours faithfully,

for and on behalf of

[Chargor]

UK 217995602

To: [•]

Date: [•]

W c acknowledge receipt of a notice in the tenm set out above and confirm that we have not received

notice of any previous assignments or charges of or over any of the rights, interests and benefits in

and to the Contract and that we will comply with the terms of that notice.

For and on behalf of [Counterparty]

By:

UK 217995602

SCHEDUI,E9

FORl'\i OF LEGAl" MORTGAGE

DATED [

[INSERT NAJV!E OF COJVIPANY]

and

[•]

MORTGAGE

UK 217995602 40

THIS DEED is dated [ ] between:

(1) [INSERT NAl'\U OF COl>lPAl"<'Y] registered m England and Wales with company

number [•] (the Chargor); and

(2) [•] as Lender (the Lender).

IlACKGROU!'.'D:

It is intended that this document takes effect as a deed notwithstanding the fact that the Lender may

only execute this document under hand.


l. UKt'H''ill'lONS

Tenns defined in the Senior Facilities Agreement shall, unless othernrise defined in the

Debenture or this Mortgage, have the same meaning in this Mortgage and in addition:

Debenture means the debenture dated [•] 2017 between, inter alios, the Original Chargors

and [ •] as the Lender.

Mortgaged Property means:

(a) the property specified in the Schedule (Details ofMortgaged Property); and

(b) any buildings, fixtures (other than tenant tixtures), llttings, llxed plant or machinery

from time to time situated on or forming part of such property,

and includes all Related Rights.

Related Rights means, in relation to any asset:

(a) the proceeds of sale of any part of that asset;

(b) all rights under any licence, agreement lor sale or agreement for lease in respect of

that asset;

(c) all rights) benefits, daims, contracts, warranties, remedies, security, indenmities or

covenants for title in respect of that asset; and

(d) any monies and proceeds paid or payable in respect of that asset.

Senior Facilities Agreement means the senior facilities agreement dated [•] 2017 between,

["] (as the Lender), Bell Pottinger Private Limited as the Company, the Original Chargors

and others as amended, varied, novated or supplemented from time to time.

2. FIXED Sl:CI:RITY

The Chargor hereby charges with full title l,'Uarantee in favour of the Lender as security for

the payment and discharge of the Secured Obligations, by way of legal mortgage all the

Chargor's right, title and interest from time to time in the Mortgaged Property,

3. IMPLIED COVENANTS FOR TITLE

3.1 The covenants set out in Sections 3(1), 3(2) and 6(2) of the Law of Property (Miscellaneous

Provisions) Act 1994 will not extend to Clause 2 (Fixed Security).

3.2 It shall be implied in respect of Clause 2 (Fi~ed Security) that the Chargor is disposing of the

Mortgaged Property free from all charges and incumbrances (whether monetary or not) and

from all other rights exercisable by third parties (including liabilities imposed and rights

conferred by or under any enactment),

4. APPLICATION TO TilE CHIEF LAt'ID REGISTRAR

The Chargor hereby consents to an application being made to the Chief Land Registrar to

enter the following restriction in the Proprietorship register of any property which is, or is

required to be, registered forming part of the Mortgaged Property:

"No disposition of the registered estate by the proprietor of the registered estate, or by the

proprietor of any registered charge, not being a charge registered before the entry of this

restriction, is to be registered without a written consent signed by the proprietor for the time

being of the debenture dated {•] infovow· of {•} referred to in the charges register or their

convty:ancer. ''

5. .Fl'RTHER ADVANCES

5.1 Each Lender is under an obligation to make further advances to the Chargor and that

obligation will be deemed to be incorporated into this Mortgage as if set out in this

Mortgage,

5,2 The Chargor hereby consents to an application being made to the Chief Land Registrar to

enter the obligation to make further advances on the Charges register of any registered land

forming part of the Mortgaged Property,

6. RELEASE OF SECI'RITY

6.1 Redemption of security

Upon the Secured Obligations being discharged in full and none of the Secured Parties being

under any further actual or contingent obligation to make advances or provide other

fmancial accommodation to the Chargor, an Obligor or any other person under any

agreement between the Lender and the Chargor, the Lender shall, promptly at the request

and cost of the Chargor, release and cancel the Security constituted by this Mortgage and

procure the reassignment to the Chargor of the property and assets assigned to the Lender

pursuant to this Mortgage, in each case subject to Clause 21.2 (Avoidance of payments) and

without recourse to, or any representation or warranty by, the Lender or any of its nominees.

6.2 Avoidance of payments

If the Lender (on the basis of legal advice (with all reasonable costs incurred in relation to

seeking such advice to be paid by the Chargors) received from a reputable finn of solicitors,

or, in a jurisdiction other than England and Wales, their equivalent for this pmpose)

reasonably considers that any amount paid or credited to it is likely to be avoided or reduced

by virtue of any bankruptcy, insolvency, liquidation or similar laws the liability of the

Chargor under, and the Security constituted by, this Mortgage shall continue and such

amount shall not be considered to have been irrevocably paid,

7. THIRD PARTY RIGHTS

A person who is not a party to this Deed has no rights under the Contracts (Rights of Third

Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Deed.

8. GOVE&'\'ING LAW

This Deed and a1l matters including non-contractual obligations ansmg out of or in


9. COUNTERPARTS

This Deed may be executed in any number of counterparts, each of which shall be deemed

an original and this has the same effect as if the signatures on the counterparts were on a

single copy of this Deed. Any party may enter into this Mortgage by signing any such

counterpart.

THIS DEED has been entered into as a deed on the date stated at the beginning of this Deed.

County and District/

London Borough

SCHEDULE

Details of Mortgaged Property

Description of Property

[

Title Number

[

SCHEDULE 10

FORM OF NOTICE OF CHARGE

To: [Landlord]

Date: [•]

PURSUAJ\'T TO the lease of which particulars appear in paragraph I below, NOTICE IS HEREBY

GIVEN that the disposition, of which particulars appear in paragraph 2 below, has taken place.

l,

Ll

L2

L3

1.4

2.

2.1

2.2

2.3

NOTES:

LEASE

Date:

Term:

(2)

DISPOSITION:

Date:

Parties: ( 1)

(2)

Name and Address of the Lender:

The registration fee is enclosed]

Charge contained in a Debenture

[Chw:gor] as the Chargor

[Bank] as the Lender

[Bank]

[Address]

2. It is requested that notice be given to the Lender of any breach of covenant by the

tenant under the Lease,

2. This Notice is sent in duplicate and it is requested that one copy is signed as provided

below and returned to the Lender.

Signed ................................. .

[Chmgor]

RECEIVED a notice of which this is a duplicate

Signed ........................................... .

[Land/anf]

Date:

SCHEDULEll

FORM OF NOTICE OF CHARGE OF ACCOUNT

To: [Account Bank]

Date: [•]

Dear Sirs

We hereby give you notice that we have charged to [•] (the Lender) pursuant to a debenture entered

inlo by us itJ favour of the Lender dated [ e] 2017 all of ounight, title and inlet est iu iiml to all suuw of

money which are now or may from time to time in the future be held in the following accounts in our

name with you together with all interest credited thereto and the debts represented by !hose sums:

[Insert details ofAccounts] (together the Accounts),

We hereby irrevocably instruct and authorise you:

L to credit to each Account all interest from time to time earned on the sums of money

held in thai Account;

2. to disclose to the Lender, without any reference to or further authority from us and without

any liability or inquiry by you as to the justification for such disclosure, such infonnation

relating to the Accounts and the sums in each Account as the Lender may, at any time and

from time to time, request you to disclose to it, and following receipt by you of a written

notice from the Lender of the occurrence of an Enforcement Event:

(a) to bold all sums from time to time standing to the credit of each Account in our name

wiih you to the order of the Lender;

(b) pay or release all or any part of the sums from time to time standing to the credit of

each Account in our name with you only in accordance with the written instructions

of the Lender at any time and from time to time; and

(c) to comply with the terms of any written notice or instructions in any way relating to

the Accounts or the sums standing to the credit of any Account from time to time

which you may receive at any time from the Lender without any reference to or

further authority from us and without any liability or inquiry by you as to the

justification for or validity of such notice or instructions,

By counter-signing this notice, the Lcnd~'r confirms that we may make withdrawals from the Accounts

in accordance with the tenus of the Finance Documents until such time as the Lender shall notify you

in writing that ar1 Enforcement Event has occurred and further confirming that our permission is

withdrawn, whereupon we will not be permitted to withdraw any amounts from any Account without

the prior written consent of the Lender.

These instructions cannot be revoked or varied without the prior written consent ofthe Lender.

This notice is governed by English law.

Please confirm your acceptance of the above instructions by returning the attached acbowledgement

to the Lender at [ •] marked forthe attention of [ •l with a copy to ourselves.

Yours faithfully

For and on behalf of

[Chargor]

To: [•]

Date: [e]

Dear Sirs

We confinn receipt of a notice dated [•]2017 (the Notice) from [•] (the Company) of a charge, upon

the terms of a Debenture dated [ •l 20 !7, over all the Company's right, title and interest in and to all

sums of money which are now or may from time to time in the futore be held in the following

accounts with us in the name of the Company together with interest relating thereto:

[Insert details ofAccounts] (together the Accounts).

We confirm that:

!. we accept the instructions and authorisations contained m the Notice and undertake

to comply with its terms;

2. we have not received notice of the interest of any third party in any Account or in the sums

of money held in any Accmmt or the debts represented by those sums and we will notify you

promptly should we receive notice of any third party interest;

3. we have not claimed or exercised, nor will we claim or exercise, any Secnrity or right of set

off or combination or counterclaim or other right in respect of any Account, the sums of

money held in any Account or the debts represented by those sums; and

4. until you notify us in writing of the occurrence of an Enforcement Event and further

confinning that withdrawals by the Company are prohibited the Company may make

withdrawals from the Accounts; upon receipt of such notice we will not penni! any amount

to be withdrawn from any Account except against the signature of one of your authorised

signatories.

This letter shall be governed by English law.

Yours faithfully

By:

For and on behalf of

[Account Bank]

UK 217995602

SCHEDlJLE 12

FORJ'\1 OF DEED OF ACCESSION

DATED [ J

[INSERT NAME OF COMPANY]

AND

[•]

DEED OF ACCESSION

nns DEED is dated [ ] between:

PARTIES

(1) [INSERT NAME OF COMPAc"N] registered m England and Wales with company

number [•] (the Additional Chargor); and

(2) [ e] as Lender (the Lender).

BACKGROUI'.'D

(A) The Additional Chargor is a Subsidiary of the Company (as defined in the Debenture).

(B) The Company and others have entered into a debenture dated [ •] 2017 (the Debenture)

between the Company, the Chargors under and as defined in the Debenture and the Lender.

(C) The Additional Chargor has agreed to enter into this Deed and to become an Additional

Chargor under the Debenture.

(D) The Lender and the Additional Chargor intend this document to take effect as a deed

notwithstanding the fact that the Lender may only execute this document under haud.

(E) The Lender holds the benefit of this Deed on trust for the Secured Parties on the tenns of the

Finance Documents.


!. DEFINITIONS AND INTERPRETATION

Tenns defined in the Debenture have the same meaning in this Deed unless given a different

meaning in this Deed. This Deed is a Finance Document.

2. ACCESSION AND COVENAl~T TO PAY

2.1 With effect !rom the date of this Deed the Additional Chargor:

2.1.1 will become a party to the Debenture as a Chargor; and

2.1.2 will be bound by all the tenus of rhe Debenture which are expressed to be

binding on a Chargor.

2.2 The Additional Chargor hereby covenants with the Lender that it shall discharge the Secured

Obligations. The Additional Chargor shall pay to the Lender when due and payable every

sum at any time owing, due or incurred by such Chargor to the Lender or any of the other

Secured Parties in respect of any such liabilities, provided that neither such covenant nor

the Security constituted by this Debenture or any Mortgage shall extend to or include any

liability or sum which would, but for this proviso, cause such covenant or Security to be

unlawful or prohibited by any applicable law.

2.3 Neither the covenant to pay in clause 2.2 above nor the Security constituted by this Deed

shall extend to or include any liability or sum which would, but for this clause, cause such

covenant or Security to be unlawful under any applicable law.

3. GRfu'\'T OF SECCRITY

3.1 Fixed Security

The Additional Chargor hereby charges with full title guarantee in favour of the Lender as

security for the payment and discharge of the Secured Obligations, by way of first fixed

charge (which, so far as it relates to land in England and Wales vested in a Chargor at the

date of this Debenture and listed in Schedule 2 (Details of Properly) (which shall exclude

any Exclnded Real Property) of this Deed shall be a charge by way of legal mortgage) all

the Additional Chargor's right~ title and interest from time to time in and to each of the

following assets (subject in each case to obtaining any necessary consent to such mortgage

or fixed charge from any third party) in each case both present and future:

3.1.1 the Real Property (other than any Excluded Real Property);

3.1.2 the Tangible Moveable Property;

3.1.3 the Accounts;

3.1.4 the Charged h1tellectual Property;

3.1.5 any goodwill and rights in relation to the uncalled capital of the Additional

Chargor;

3.1.6 the Investments and all Related Rights;

3.1.7 the Shares, all dh~dends, interest and other monies payable in respect of the

Shares and all other Related Rights (whether derived by way of redemption,

bonus, preference, option, substitution, conversion or otherwise); and

3.1.8 all Monetary Claims other than any claims which are otherwise subject to a

fixed charge or assigument (at law or in equity) pursuant to this Deed and all

Related Rights.

3.2 Assignments

The Additional Chargor hereby assigns with full title guarantee to the Lender as security for

the payment and discharge of the Secured Obligations, subject to a proviso for re

assignment on redemption, all the Additional Chargor's right, title and interest from time to

time in and to each of the following assets (subject to obtaining any necessary consent to

that assignment from any third party and without prejudice to the Additional Chargor's

obligations under Clause l 0.3 (Consent of Third Parties) of the Debenture), in each case

both present and future:

3.2.1 the proceeds of any Insurance Policy; and

3.2.2 each of the Specific Contracts,

and, in each case, all Related Rights (save that the exercise of all rights and remedies in connection with any such Specific Contracts or their Related Rights, the exercise of any

discretions or judgements, the giving of any waivers or consents and any entitlement to all

proceeds and claims arising therefrom shall, in the absence of an Enforcement Event, be

exercised at the sole discretion of the Additional Chargor, subject always to the tenns of the

Senior Facilities Agreement).

3.3 Floating charge

3.3.1 TI1e Additional Chargor hereby charges with full title guarantee in favour of the

Lender as security for the payment and discharge of the Secured Obligations by

way of first floating charge all present and future assets and undertaking of the

Additional Chargor.

3.3.2 The floating charge created by this Clause 3.3 shall be deferred in point of

priority to all fixed security validly and effectively created by a Chargor under

the Finance Documents in favour of the Lender as security for the Secured

Obligations.

3.3.3 Paragraph !4 of Schedule B l to the Insolvency Act 1986 applies to the floating

charge created pursuant to this Clause 3.3.

4. Lfu"-'D REGISTRY RESTRICTION

The Additional Chargor consents to an application being made to the Chief Land Registrar

to enter the following restriction in the Proprietorship Register of any prope~iy which is, or

is required to be, registered and which fonns part of the Real Property (other than any

Excluded Real Property):

"No disposition of the registered estate by the proprietor of the registered estate, or by the

proprietor of any registered charge .. not being a charge registered b~fore the enlly of this

restriction, is to be registered ·without a 1'vritten consent signed by the proprietor for the time

being of the debenture dated [•] infin,our of[•] r~ferred to in the charges register or their

convey(mcer. '1

5. MISCELLANEOUS

5.1 Construction of Debenture

With effect from the date of this Deed the Debenture will be read and construed for all

purposes as if the Additional Chargor had been an original party in the capacity of Chargor

(but so that the Security created on this accession will be created on the date of this Deed);

5.2 References in Debenture

With effect from the date of this Deed any reference in the Debenture to this Deed and

similar phrases will include this deed and:

5.2.1 all references in the Debenture to Schedule 2 (Details of Real Property) (or any

part of it) will include a reference to Schedule 1 (Details of Real Property) to

this Deed (or relevant part of it);

5.2.2 all references in the Debenture to Charged Intellectual Property will include a

reference to the Intellectual Property contained in Schedule 2 (Details of

Intellectual Property) to this Deed (or relevant part of it);

5.2.3 all references in the Debenture to Schedule 3 (Details of Shares) (or any part

of it) will include a reference to Schedule 3 (Details of Shares) to this Deed (or

relevant part of it);

5.2.4 all references in the Debenture to Schedule 4 (Details ofAccounls) (or any part

of it) will include a reference to Schedule 4 (De/ails ofAccoun/s) to this Deed

(or relevant part of it);

5.2.5 all references in the Debenture to Schedule 5 (Details qf Insurance Policies) (or

any part of it) will include a reference to Schedule 5 (Details of Insurance

Policies) to this Deed (or relevant part of it).

6. GOVER.c'\'ING LAW

This Deed and all matters including non-contractual obligations arising out of or in


7. JURISDICTION

7.1 English courts

The courts of England have exclusive jurisdiction to setile any dispute arising out of. or in

connection with this Deed or any Mortgage (including a dispute relating to the existence,

validity or tennination of this Deed or any Mortgage or the consequences of its nullity or

any non-contractual obligations arising out of or in connection with this Debenture or any

Mortgage) (a Dispute).

7.2 Convenient forum

The parties to this Deed agree that the courts of England are the most appropriate and

convenient courts to settle Disputes between tb<cm and, accordingly, no such party will argue

to the contrary.

7.3 Exclusive julisdiction

This Clause 7 is for the benefit of the Lender only. As a result and notwithstanding Clause

7.1 (English courts), the Lender shall not be prevented from taking proceedings relating to a

Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may

take concurrent proceedings in any number of jurisdictions.

8. COl'NTERPARTS

This Deed may be executed in counterparts, all of which when taken together shall be

deemed to constitute one and the same instrument.

ln Witness whereof this Deed has been duly executed on the date first above written.

SCHEDULE 1

Details of Real Property

Part I - Registered Land

(Freehold or leasehold property (if any) in England and Wales of which the relevant Chargor is

registered as the proprietor at !he Land Registry) is registered

Cbargor

as the proprietor at the Land Registry)

County and District! Description of Property

London Borough

Part II- Unregistered Land

Title Number

(Freehold or leasehold property (if any) in England and Wales title to which is no! re1,>istered at the

Land Registry of which the relevant Chargor is the owner)

The freehold/leasehold property known as and comprised in tile following title deed(s) or other

document(s) oftitle:

Chargor County and District/ Description of Property

London Borough

ss

Title N urn her

SCHEDULE2

Details of Intellectual Property

55

Chargor

[•]

SCHEDULE3

Details of Shares

Name of Company in Class of Shares

which Shares are

held

[•] [•]

S7

Number of Shares

held

[•]

Chargor

[•J

SCHEDULE4

DETAILS OF ACCOUNTS

Account Bank (including address and sort code)

[•]

Account Number

! "l

SCHEDULES

DETAILS OF INSURANCE POLICIES

Chargor Type ofinsurance Policy Number Insurer

[ "l l•l [•] i [. J

The Additional Chargor

EXECUTED as a DEED

by [•]

Director

in the presence of:

Signature of Witness:

Name ofWimess:

Address of Wimess:

Occupation of Witness:

The Lender

EXECUTED as a DEED

by [•]

SIGNATURES TO ACCESSION DEED

The Original Cliargors

EXECUTED as a DEED

SIGNATURES

by BELL POTTINGER PRIVATE LIMITED

Director

in the presence of:


Name of Witness:

Address of Witness:


EXECUTED as a DEED

by BEI"L POTTINGER (SERVICES) LIMITED

Director

in the presence of:


Name of Witness:

Address of Witness:


EXECUTED as a DEED

by BELL POTTINGER LLP

in the presence of:


Name of Witness:

Address of Witness:


.,

The Lender

EXECUTED as a DEED

by Lloyds Bank plc

By:

in the presence of:


Name of Witness:

Address of Witness:


Rule 2.46 Form 2.23B(CH)

(a) Insert full name(s) and address(es) of the

adm1mstrator(s)

"Delete as appliCable

(b) Insert place of meetmg

(c) Insert date of meetmg

"Delete as applKable

Insolvency Act 1986

Notice of result of meeting of creditors

Name of Company

Bell Pottinger LLP

In the

High Court of Justice, Chancery Division, Companies Court

[full name of court]

Company number

OC380478

Court case number

006683 of 2017

We (a) William Matthew Humphries Tait (officeholder No: 9564). Malcolm Cohen (officeholder No: 6825) and Colin Michael Trevethyn Haig (officeholder No: 7965) all of BOO LLP, 55 Baker Street, London, W1 U 7EU

hereby report that a meeting of the creditors of the above company was held at

(bi Park Plaza Sherlock Homes, 108 Baker Street, London, W1 U 6LJ

On (c) 24 November 2017 at which:

Proposals I reviseS ~re~=Jasals were approved.

*2. Preflesals I reviseS fJFSflSSals were me8ifie8 aREf 3flflFeveel.

"eEiifiEatieRs ma8e te tRe flF9fl9Sals are as fellews:

(d) Gwe deta1Ls of the (d) None mochf1cat1ons (If any)

•J Ttle ~re~esals were rejeeteEI

(e) Insert t1me and date of (e) N/ A adJourned meetmg

(f) Deta1ls of other resolut10ns (f) None passed

A13 01/12/2017 COMPANIES HOUSE

#411

A creditors' committee was formed.

Signed

Dated

Contact details:

William Matthew Humphries Tait Joint Administrator

30 November 2017

Form 2.238 continued

You do not have to give any contact mformat10n m the box oppos1te but 1f you do, 1t will help Compames House to contact you if there is a query on the form. The contact informat10n that you give will be YlSJble to searchers of the publlc record

BOO LLP, 5 Temple Square, Temple Street

LJVerpool, L2 SRH

Our Ref 00276271 I Tel 0151 237 4530

OX Number \ OX Exchan~e

When you have completed and s1gned th1s form please send 1t to the Registrar of Compames at:

Companies House receipt date barcode Companies House, Crown Way, Carc:fiff, CF14 3UZ OX 33050 Cardiff

Bell Pottinger LLP In Administration Registration Number: OC380478

Statement to Creditors pursuant to Rule 2.33 of the Insolvency Rules 1986 and Statement of Proposals under Paragraph 49 of Schedule B1 to the Insolvency Act 1986

Dated: 6 November 2017

IBDO

IBDO TABLE OF CONTENTS

Section Page

1. Introduction 3

2. Events Leading up to the Appointment of the Joint Administrators 3

3. Statement of Affairs and Statutory Information 5

4. Achieving the Purpose of the Administration 5

5. Management of the Partnership's Affairs since the Joint Administrators· Appointment 6

6. Creditors' Claims 9

7. Prescribed Part 10

8. Investigations 10

9. Other Matters 1 0

10. EC Regulations on Insolvency Proceedings 10

11. Pre-Administration Costs 11

12. Joint Administrators' Remuneration 12

13. Joint Administrators' Disbursements 13

14. Possible Outcomes for the Partnership and Creditors 13

15. Statement of Proposals Under Paragraph 49 of Sch. 81 to the Act 14

Appendix 1

Appendix 2

Appendix 3

Appendix 4

Appendix 5

Appendix 6

Appendix 7

Appendix 8

Appendix 9

Appendix 10

Appendix 11

Appendix 12

Group Structure

Statement of Affairs

Statutory Information

Receipts and Payments

Fee Estimate

Joint Administrators' Time Costs to Date

Notice of Meeting of Creditors

Resolutions to be put to the Meeting of Creditors and Proxy Form

Proof of Debt Form

BDO LLP Policy in Respect of Fees and Expenses

Creditors' Questionnaire

Location of Venue

2

IBDO BELL POTTINGER LLP- IN ADMINISTRATION Registered Number: OC380478 In the Htgh Court of Justice, Chancery Division, Companies Court- Case Reference: 006683 of 2017

Registered office situated at BOO LLP, 55 Baker Street, London W1 U 7EU

The following abbreviations are used from time to time throughout these proposals:

'BPLLP' 'BPPL' 'BPSL' 'the Partnership' 'the Group' 'the Joint Administrators'

Introduction

Bell Pottinger LLP Bell Pottinger Private Limited Bell Pottinger (Services) Limited BPLLP BPPL, BPSL and BPLLP William Matthew Humphries Tait, Malcolm Cohen and Colin Michael Trevethyn Haig

William Matthew Humphries Tait (officeholder number: 9564), Malcolm Cohen (officeholder number: 6825) and Colin Michael Trevethyn Haig (officeholder: 7965), all licensed and authorised by the Institute of Chartered Accountants in England & Wales in the UK and all of BOO LLP, 55 Baker Street, London, W1 U 7EU were appointed Joint Administrators of Bell Pottinger LLP ('BPLLP/the Partnership') on 12 September 2017.

This report is addressed to the creditors of the Partnership and incorporates the Joint Administrators· Proposals. These Proposals are to be considered at a creditors' meeting called pursuant to Paragraph 51 of Schedule B1 to the Insolvency Act 1986 ('Sch. B1 to the Act.') to be held at Park Plaza Sherlock Holmes, 108 Baker Street, London, W1U 6U on 24 November 2017 at 11:00 hours. A map of the venue is enclosed at Appendix 12.

Creditors may approve the Proposals with or without modifications subject to the Joint Administrators· agreement to any such modifications. If the creditors reject the Joint Administrators· Proposals a report will be sent to the High Court of Justice, Chancery Division, Companies Court confirming that the creditors have rejected the Proposals. The Court may then discharge the Administration and make consequential directions. Alternatively, it may adjourn the hearing or make some other Order as it thinks fit.

If the Joint Administrators· Proposals are agreed by the creditors the Joint Administrators will continue to control the business of the Partnership to the extent that it has not ceased or been transferred. The Joint Administrators would at some later date arrange for the Partnership to exit from the Administration, as agreed by the creditors. Based on the information presently available and the current situation the Joint Administrators' proposal is that the Partnership will move from Administration to Compulsory Liquidation.

In the event that you make a complaint to us but are not satisfied with the response from us then you should visit httos: I /www.gov.uk/complain-about-insolvency-oractitioner where you will find further information on how you may pursue the complaint.

2 Events Leading up to the Appointment of the Joint Administrators

The Partnership was incorporated on 23 November 2012.

Bell Pottinger Private Limited is the Group holding company, holds 100% of the shares in Bell Pottinger Services Limited ('BPSL') and is the corporate member of the Partnership. The Group engaged in providing public relations consultancy services. The Group operated in both the UK and overseas. A group structure is attached at Appendix 1.

3

IBDO The Partnership was the trading entity within the Group and was governed by a partnership deed. At the date of Administration, there were 39 self-employed partners.

The Group head office is situated in Holborn, London with principal subsidiaries located in Bahrain, Dubai and Singapore.

BPPL was incorporated on 11 April 2012 following a management buy-out of the business from the previous owners. BPSL was subsequently incorporated on 23 November 2012 and specifically held the contracts of the non-partner staff, the head office lease and supplier contracts. As at the date of Administration, BPSL employed 125 staff.

The Group represented a significant number of UK and international clients. The Partnership held the client contracts and undertook the engagement work.

The Partnership operated across four specialisms: financial and corporate; campaigns and branding (known as Engage); political advisory; and, global advisory.

The last set of Group consolidated audited accounts for the period to 31 December 2015 recorded turnover of £42.4m (2014 · £41.6rn) and net profit of £403k (2014 · £1.1m). Draft accounts to 31 December 2016 indicated a fall in turnover to £37 .5m and a net loss of £572k. Management information as of July 2017 indicated year to date post 'exceptionals' EBITDA of £352k.

In early 2016, the Partnership was engaged by Oakbay Investments Pty Limited ('Oakbay'). As detailed in the summarised findings of a report commissioned by BPLLP and conducted by Herbert Smith Freehills ('HSF') work in relation to Oakbay in South Africa included two principal work streams: corporate communications and reputation management; and, an 'economic emancipation' campaign.

In March 2017, media outlets in South Africa made allegations that BPLLP had orchestrated a div;sive and offensive campaign that stoked racial tensions.

In April 2017, BPLLP terminated its engagement with Oakbay. In July 2017, BPLLP confirmed that it had instructed HSF to conduct a review of the Oakbay account and had dismissed the lead partner involved and suspended three other individuals, all of whom were ultimately dismissed.

Following a complaint to the Public Relations Communications Association ('PRCA' - a PR industry membership body of which BPLLP was a member) an investigation was conducted by that body as to whether its professional charter and code of conduct had been breached.

In the period following the original publication of the allegations in the press a number of clients terminated their contracts and a limited number of staff and partners announced their departure from the business. In addition, the business faced increasing difficulty in winning new clients thereby putting pressure on its forecast working capital requirements. On 16 August 2017, the Group engaged BOO LLP in connection with the financial impact of the reputational issues facing the business.

The expulsion of BPLLP by the PRCA was announced on 4 September 2017. Immediately prior to this Mr James Henderson, Chief Executive of the Group, resigned.

On 5 September 2017, BOO LLP was engaged by the Group to undertake an Accelerated Merger & Acquisition ('AMA') process to identify potential purchasers and/or investors by way of an equity sale or a sale of the business and assets as a going concern.

At the outset of the AMA process significant consideration was given as to the way in which the Group should be marketed in light of the ongoing media attention together with the retention of clients and staff. Given the high profile status of the Group and speed at which

4

IBDO a purchaser/investor needed to be found, it was determined that a focussed process should be adopted with respect to identifying and contacting potentially interested parties capable of conducting a transaction on an accelerated basis.

22 parties were approached and 12 signed confidentiality agreements. Whilst a limited number of parties expressed some initial interest and due diligence was undertaken, no offers capable of acceptance were received for the Group's underlying business and assets.

On 7 September 2017, the last remaining interested party notified their withdrawal from the AMA process. Simultaneously, a significant client, critical to the Group's forecast cash flow gave notice of their termination of its contract. Having considered the legal and financial advice received the designated members of the Partnership concluded that the Partnership was likely to become unable to pay its debts within the meaning given to that expression by section 123 of the Insolvency Act 1986.

In light of the above, the designated members resolved that the Partnership should be placed into Administration and a Notice of Intention to Appoint Administrators was fited on 7 September 2017.

On 12 September 2017, an application for the appointment of Joint Administrators was made by the designated members of the Partnership, pursuant to Paragraph 22 of Sch. B1 to the Act. On 12 September 2017, William Matthew Humphries Tait, Malcolm Cohen and Colin Michael Trevethyn Haig were appointed Joint Administrators of the Partnership.

Under the provisions of paragraph 100(2) of Sch. B1 to the Act, the Joint Administrators carry out their functions jointly and severally.

Similar applications were made in relation to BPPL and BPSL.

3 Statement of Affairs and Statutory Information

We attach at Appendix 2 a summary of the estimated Statement of Affairs for the Partnership as at the date of our appointment, prepared by one of the designated members, from the records and information available. The Statement of Affairs has been signed and Statements of Concurrence have been sent to the other designated members of the Partnership.

The Joint Administrators have reviewed the Statement of Affairs but have not carried out any audit or detailed verification work at this time.

Please note that a creditor's claim may differ from that shown on the Statement of Affairs and we would invite creditors to notify us of their claim using the proof of debt form attached to the proposals.

Appendix 3 records the statutory information for the Partnership extracted from the records maintained at Companies House together with a summary of the histone financial information.

4 Achieving the Purpose of the Administration

The statutory purpose of an Administration consists of three objectives and I now address the progress that has been made in this respect.

a) The first objective is rescuing the Partnership as a going concem (i.e. restructuring the business, resulting in the survival of BPLLP). This objective has not been achieved due to the level of working capital required by the Partnership and inability to identify during the AMA process a purchaser for the business. No offers have been received for

5

IBDO the underlying business following the Administration and steps have therefore been taken to wind down the Partnership.

b) The second objective is achieving a better result for the creditors of the Partnership as a whole than would be Ukely if it has been wound up (without first being in Administration). The Joint Administrators believe that this objective will be achieved in respect of the Partnership as the realisable value of its assets is likely to be higher than that which would have been achievable in an immediate liquidation, specifically the value of the trade debtors and by entering into Revenue Share Agreements with departing partners.

c) The final objective is realising property in order to make a distribution to one or more secured or preferential creditors. The Administration process will allow for funds to be distributed to the secured creditor of the Partnership.

5 Management of the Partnership since the Joint Administrators' Appointment

a) Initial Actions

Following our appointment as Joint Admmistrators, we undertook an immediate review of the Partnership's affairs with particular regard to both the financial and resource requirements of the businesses together with the Group. This assessment was carried out with the support of the designated members and the Group's senior management team.

As a consequence of the review, it was concluded that the operations of the Group should continue, albeit in a limited capacity, to support ongoing delivery and finalisation of certain client engagements, implement stabilisation plans for the overseas subsidiaries in support of the Joint Administrators' equity realisation strategies, support the orderly transfer of client relationships and to enter into discussions with the exiting partners of the Partnership.

The following steps have been undertaken during the initial stages of the Administration:

• Attendance at the head office in London; • Meetings with both the staff and partners immediate following the

appointments; • 43 staff were made redundant from BPSL on 12 September 2017 and 10 partners

left the Partnership; • Discussions with management in respect of the Partnership debtor ledger and

its coUectability with a view to entering into early negotiations with clients to maximise realisations in the initial period;

• Discussions with members of the Partnership in relation to their exit and agree the terms of any departure including future revenue sharing agreements;

• Consulting with the secured creditor to ensure that it was informed of the Administration strategy and subsequent implementation;

• Instructing Gordon Brothers to value and formulate a strategy for the disposal of the unencumbered assets of the Group;

• Securing access and control of the hard and soft copy data/books/records of BPLLP and the remaining Group companies;

• Gathering aU financial information relevant to the Partnership; • Identifying and securing support of the existing suppliers by way of undertaking

to pay for ongoing services during the wind down period; and • Engaging with parties interested in acquiring the overseas subsidiaries of the

Group including meetings with local management and interested parties.

6

IBDO As at the date of the proposals, 2 partners continue to assist the Joint Administrators with finalising a number of matters pertaining to the ongoing Administration including maximising the trade debtor recoveries. It will be necessary to ensure that BPLLP retains its partnership status and one partner will remain in office. 1 member of staff has been retained by BPSL to assist the Joint Administrators with finalising a number of matters.

The Joint Administrators have been supported by the BOO Forensic Services team in fulfilling their statutory obligations in the Administration. The specialist work undertaken assisting the Joint Administrators includes:

• Onsite support in securing all data in electronic and hard copy format; • Managing and overseeing the extraction of data pertaining to the overseas

subsidiaries; • Reviewing relevant insurance policies; and • Liaising with and meeting with the engaged legal advisors

b) Wind Down of Operations

As detailed above, the Joint Administrators implemented a controlled wind down of the underlying operations of the Group.

To support the strategy, Lloyds Bank PLC provided the Partnership in Administration with a funding facility of £1m. As at the date of these proposals, £500k has been repaid and the Joint Administrators anticipate that the remaining facility will be repaid in the near future.

c) Employees

The Joint Administrators retained a number of the BPSL staff post Administration to assist with the ongoing collection of the trade debtors, to finalise certain accounting information, prepare employee statements and to complete other wind down matters.

d) Partners

A number of partners remained in office to assist with the transfer of client matters and trade debtor collections. The Joint Administrators have agreed exit terms with a number of partners and entered into revenue sharing agreements.

The Joint Administrators' strategy for partners exiting the Partnership has been as follows:

• Confirmation of the terms of the Partnership Deed and confirmation of the restrictive covenants and excess drawings provisions;

• To work with the partners to ensure valuable transfer of client relationships and enhanced collection of debtor balances; and

• On behalf of the LLP, seek to enter into Revenue Sharing Agreements ('RSA')

In the event of a default under an agreed RSA or failure to engage with the Joint Admmistrators' will rigorously enforce the terms of the Partnership Deed.

7

IBDO e) Assets - BPLLP

i. Goodwill

The records of the Partnership state a book value of £300k which relates to legacy acquisitions. The goodwill holds no realisable value.

The value derived from the RSAs entered into with certain BPLLP partners will, upon confirmation of legal advice, be treated as goodwill.

i. Trade debtors

As at the date of Administration, the gross Ledger totalled £7m across 185 accounts. Certain high value debtors are recorded gross of third party subcontractor costs whose assistance and support is critical in the successful collection of the net balance due to BPLLP.

The Joint Administrators have instructed a specialist debt collection agency (CreDebt Limited) on a contingent fee basis in the collection of certain debtors.

As at the date of these proposals, the debtor ledger is as follows:

Gross ledger as at 12.9. 17

Invoices issued post appointment

Bad debt provision

Credit notes

Third party subcontractor costs

Collections to date

Remaining ledger before further pro\1sions & costs

ii. Sundry debtors

£'000

7,036

241

7,277

(825)

(215)

(1 ,400)

4,837

2,125

2,712

This comprises partner loans for travel and other sundries. Any sum due from a departing partner has been netted from any final drawings that were payable following Administration.

iii. Intercompany Receivables

The records of the Partnership indicate sums due from BPPL (£ 10. 1m), BPSL (£1.7m) and certain Asian entities (£40k).

On present estimates, the Joint Administrators do not envisage any recoveries being made given the Administration of the wider Group and the sale of the Asia businesses.

8

IBDO lv. Cash at Bank

Funds held in the Lloyds Bank PLC facilities were set·off against the BPPL term loans that were outstanding at the date of Administration.

The Group operated foreign currency bank facilities with Barclays Bank plc. At the date of Administration, £116k was held in the account of the Partnership and the bank has been requested to transfer the balance into the Administration account.

f) Receipts and Payments Accounts

An account of the Joint Administrators receipts and payments accounts for the Partnership is attached at Appendix 4.

The account is shown net of VAT as this will be recoverable and payable under the Group VAT registration.

6 Creditors' Claims

6. 1 Secured Creditor

The following charge is registered at Companies House:

Party

Lloyds Bank PLC

Security granted

Composite Debenture - containing fixed & floating charges

Date

17/3/2017

As at the date of Administration £6.7m was due to Lloyds Bank PLC ('the Bank') in relation to terms loans in the name of BPPL. On appointment, the Bank applied set-off against the credit balances across the Group's accounts of c.£1.2m. The debt has been guaranteed by BPSL and BPPL.

The Bank is currently owed c.£5.5m subject to accruing interest and charges. To date, the Joint Administrators have not made any distributions to the Bank.

No personal guarantees have been provided in support of the Bank liability.

6.2 Preferential Creditors

Preferential claims are defined as monies owed to former employees in respect of arrears of wages and accrued holiday pay at the date of Administration. The Partnership did not have any employees and therefore the Joint Administrators do not anticipate receiving any preferential claims in the Administration.

6.3 Unsecured Creditors

Unsecured creditors claim as at the date of the proposals are:

Statement of Affairs Received to Date

BPLLP £14,562,000 £157,010

Creditor claims have not been agreed and therefore the quantum is likely to increase.

9

IBDO The Joint Administrator.; would ask creditor.; to provide a detailed account of the sum owning to them as at the date of Administration together with details of any security held on the proof of debt at Appendix 9.

7 Prescribed Part

Under the provisions of Section 176A of the Insolvency Act 1986 the Joint Administrator.; must state the amount of funds available to unsecured creditors in respect of the prescribed part. This provision only applies where a company/partnership has granted a floating charge to a creditor after 15 September 2003.

Based on present information the Joint Administrators estimate that after allowing for costs the value of the Partnership net property, will be £217k and this would equate to a Prescribed Part of £46k. At the current time, these estimates should be treated with caution.

8 Investigations

The Joint Administrators are rigorously investigating the affairs of the Partnership to establish if there are any actions that can be pursued for the benefit of the creditors as a whole. This includes the conduct of the partners. In this latter respect the Joint Administrators must submit a confidential report to the Secretary of State regarding the conduct of all partner.; and shadow partner.; during the three year.; before the Administration.

If any creditor holds any information that they wish us to consider, may assist us in the Administrations or which they believe requires further investigation please complete the attached questionnaire, Appendix 11, and return to me at BOO LLP, 5 Temple Square, Temple Street, Liverpool, L2 5RH.

9 Other Matters

The Insolvency Service has established a central gateway for considering complaints in respect of insolvency practitioners. In the event that you make a complaint to me but are not satisfied with the response from me then you should visit https://www.gov.uk/complain·about·insolvency·practitioner where you will find further information on how you may pursue the complaint.

The Joint Administrators are bound by the Insolvency Code of Ethics when carrying out all professional work relating to this appointment. A copy of the code is at h_tjQ_: I l_yv_yvw -l<;a~w. co_oJ/ ei}L~rn P~cV~!:!Jatj_q__~ st~_n@sds -a !19 -g_~1 daf'!~~ I e_thics I c;Q_qe:Q[: ethKs_-d.

Creditors may access information setting out creditors' rights in respect of the approval of the Joint Administrators' remuneration at ~t-~.u~_.0~9rg,~~_Lwhatw_ecjqlJ?_ul?.ll_c~!:iQD_s~prqf~_s~tonal/J~-~

Creditor.; may wish to establish a creditors' committee. A committee must comprise between three and five committee members. A gu1de to creditors' committees is available at b!!P~~!.l ~~!_e 3 .. _qrg_._uk ~yvj1a_~ -_y-t~·Qo_~pt,JQJ~~ !Lqn_s l_Qr_q_f~~~ip_D_i,!_l_Lf::r~ci]J9S~~_g_w_Qe_s. This provides guidance to allow creditor.; to know what the purpose of a committee and be able to assess whether the creditor would like to be a committee member. An additional resolution is included in this respect, after the main Proposals in section 15.

10

I BOO 10 EC Regulations on Insolvency Proceedings

lam required under the Insolvency Rules 1986 to state whether, and if so, the extent to which the above regulations apply to this Administration.

ln this particular case the EC Regulations will apply in respect of this Administration and these proceedings will be main proceedings as provided by Article 3 of the aforesaid Regulation.

11 Pre-Administration Costs

Certain costs were incurred in preparing and planning for the Administration. The creditors may under Rule 2.67A of the Rules approve those costs to be paid from the Administration estate, as an expense of the Administration. These costs do not form part of our Proposals, but are !iubject to a separate approval of the secured creditor.

Allowable costs fall into the following categories:

(i) The fees charged by the Joint Administrators; (ii) The expenses incurred by the Joint Administrators; (iii) The fees charged (to the Joint Administrators' knowledge) by any other person

qualified to act as an insolvency practitioner.

The table below summarises the outstanding costs for wh1ch approval is sought and also, where r<!levant, records payments received.

The Joint Administrators propose to attribute the costs on an equal apportionment basis across the three entities BPPL, BPLLP and BPSL. lf insufficient funds are held in any of the individu~l Administration estates to discharge any of the apportioned costs, the Joint Administrators will defray the outstanding balance from either/both of the other Administration estates.

(I)

(ii)

(iii) TOTAL

Costs Incurred

BOO LLP - pre appointment time costs Stephenson Harwood LLP - legal advice Ashurst LLP - legal advice Gordon Brothers - valuation advice Infinite Global - public relations Not applicable

Group

" " " " .;

Payments Costs Received Outstanding (£)-gross (£) - net 161,353.92

10,800.00 6,526.50

33,000.00 5,000.00 3,839.43

172,153.92 48,365.93

The payments that have been shown as being paid total £ 172k and were made from the Partnership bank account prior to Administration.

(i) The Fees Charged by the Joint Administrators

BOO was engaged by the Group in accordance with the letters of engagement dated 16 August 2017 and 5 September 2017. The scope of the work covered under the letters of engagements was as follows:

• Financial and options analysis; • Financial and options analysis in support of the Directors' engagement with key

stakeholders; • Attendance at Board meetings and other meetings;

11

IBDO • Accelerated merger & acquisition process; • Production of Information Memorandum; • Provision of data room hosting services; and • liaising with interest parties, offers and sate negotiations.

In respect of the fees and expenses incurred by the Joint Administrators prior to the Administration appointments, these were subject to a formal engagement with the Group dated 16 August 2017 and 5 September 2017 which set out that our fees would be based on discounted time casts.

The engagement provided for the proposed Administrators to engage other specialists to assist, where necessary, on such reasonable terms as we could negotiate.

(ii) The Expenses Incurred by the Joint Administrators

In preparation for the Administration the following disbursements and expenses have been incurred by the Group or the Joint Administrators. The Joint Administrators propose to attribute the costs on an equal apportionment basis across the three entities BPPL, BPLLP and BPSL. If insufficient funds are held in any of the individual Administration estates to discharge any of the apportioned costs, the Joint Administrators will defray the outstanding balance from either/both of the other Administration estates.

Stephenson Harwood LLP · was engaged by the Group to provide legal advice to the Group. The sum of £10,800.00 (gross) was paid prior to Administration. The unpaid costs (net) total £6,526.50.

Ashurst LLP · was retained and engaged by the Group to provide legal advice in respect of the steps required to place the entities into Administration and to draft and file the Administration appointment documents. The unpaid costs (net) total £33,000.

Gordon Brothers -was engaged by the Group to provide asset valuation advice. The unpaid costs (net) total £5,000.

Infinite Global - was engaged by BDOLLP to provide specific public relations advice in relation to the proposed Joint Administrators appointment. The unpaid costs (net) total £3,839.43.

The Joint Administrators' disbursements are reimbursement of precise costs we have had to meet. The expenses in respect of othe• professional fees are reasonable and have been necessary in preparation for the Administrations.

(iii) the fees charged (to the Joint Administrators' knowledge) by any other person qualified to act as an insolvency practitione• (and, if more than one, by each separately)

The Joint Administrators are not aware of any other person qualified to act as an insolvency practitioner having acted in relation to the Companies immediately preceding the appointment of Joint Administrators.

If a creditors' committee is appointed, it will be responsible for considering and approving the above costs. In the absence of a creditors' committee the creditors will be responsible for approval of the pre-Administration costs.

12 Joint Administrators' Remuneration

The Joint Administrators are obliged to fix their remuneration in accordance with Rule 2.106(2) of the Insolvency Rules 1986. This permits remuneration to be fixed either as a percentage of the value of the property with which the Joint Administrators have to deal,

12

IBDO by reference to the time the Joint Administrators and their staff spend in attending to matters in this Administration in accordance with the Fee Estimate or a set amount.

1 wish to ask creditors to approve our remuneration on a time cost basis as set out in the Fee Estimate. Attached at Appendix 6 is a schedule that summarises the time that has been spent in dealing with this Administration up to the date of this report, together with a Fee Estimate, Appendix 5, and details of the expenses anticipated to be incurred.

The time incurred to 27 October 2017 shows a total cost of £279,214.68 which represents a total of 521.65 hours at an average charge out rate of £528.94.

The time incurred by the BOO Forensic Services team totals £209,264 which represents a total of 450.15 hours at an average charge out rate of £464.87. At the current time, the Joint Administrators are unable to determine with accuracy the level of the future costs that will be incurred by BOO Forensic Services as this is dependent on the degree to which their services are required to support litigation. The Fee Estimate, attached at Appendix 6, anticipates total costs of £300,000.

13 Joint Administrators' Disbursements

Additionally, I will be asking for approval of our category 2 disbursements in accordance with the Fee Estimate and details of the expenses anticipated to be incurred mentioned above. These are expenses for items such as printing, stationery, photocopying, telephone and other electronic communications e.g. webhosting, which cannot be economically recorded in respect of each specific case and are therefore based on an apportionment. As indicated in our policy statement on fees and disbursements it is the policy of BOO LLP not to recover category 2 disbursements other than mileage, which is calculated on the basis of the mileage scale approved by HMRC, being 45p per mile unless otherwise disclosed to creditors.

Included within the Proposals below is a resolution regarding the Joint Administrators' remuneration, although if a creditors' committee is appointed approval of the Joint Administrators' remuneration will be the committee's responsibility.

Creditors may access information setting out creditors' rights in respect of the approval of the Joint Administrators' remuneration at https: //www.rJ.org.uk/what·we· do/publications/professional/fees. I also attach at appendix 9 a document that outlines the policy of BOO in respect of fees and disbursements.

14 Possible Outcomes for the Partnership and the Creditors

The Insolvency Act 1986 and the Rules provide a variety of options regarding the posSible exit routes for the Partnership from the Administration, being primarily a Company Voluntary Arrangement, Liquidation or dissolution of the Companies.

It is the Joint Administrators· recommendation and proposal, as detailed below, that once realisations are sufficiently completed that the Partnership should move from Administration to Compulsory Liquidation and that William Matthew Humphries Tait, Malcolm Cohen and Colin Michael Trevethyn Haig be appointed Joint Liquidators, subject to any nommations from the creditors to the contrary which must be received prior to the creditors' meeting.

The Joint Administrators are aware of potential legal proceedings, specifically btigation, being instigated against the Group which will be outside of the control of the Joint Administrators. The Joint Administrator could be placed under statutory obligations to provide information or assist third parties, the costs of which may impact the eventual outcome for the secured and other creditor stakeholders.

13

IIIII

IBDO The Joint Administrators have conducted an initial review with their legal advisors, and experts within BOO's Forensics and Contentious Insolvency teams of claims that may be brought against third parties which may lead to valuable recoveries in the estates. Due to the requirement for confidentiality and privilege, the Joint Administrators do not intend to address these matters in these proposals.

15 Statement of Proposals Under Paragraph 49 of Sch. 81 to the Act

In accordance with Paragraph 49 of Schedule B1 to the Insolvency Act 1986 the Joint Administrators make the following Proposals for achieving the purpose of the Administration.

Approval of these Proposals will be considered by the meeting of creditors to be held on 24 November 2017 at 11 :00 hours.

Formal Proposals • the Joint Administrators propose that:

Resolution 1

a) The Joint Administrators continue to manage the Partnership, its business and realise assets in accordance with objective 3 of the statutory purpose of the Administration;

b) The Joint Administrators assisted by the specialists within the BOO Forensic and Contentious Insolvency departments and their legal advisors continue to investigate any potential actions that may be brought and respond to actions notified by third parties;

c) They continue to realise assets in accordance with objectives 2 and 3 of the statutory purpose of the Administration,

d) They make payments to the secured creditor; and

e) They exit the Administration by way of a Compulsory Liquidation and that William Matthew Humphries Tait, Malcolm Cohen and Colin Michael Trevethyn Haig will be the Joint Liquidators and will act jointly and severally. Alternatively, the Partnership will be dissolved.

NB. Under Paragraph 83(7) of Schedule B1 to the Insolvency Act 1986 and Rule 2.117(3) creditors may nominate different liquidators, but in the absence of such nomination the above named would become the liquidators.

Resolution 2

Creditors consider, and if thought fit, appoint a creditors' committee to assist the Joint Admfnistrators (Such commfttee must comprise of between 3 and 5 creditors. A guide to Liquidation committees is available at https~y,{w_w,_Q_,_o[q.uklwhaJ·wedoi pub/icll_t)ons I pc.q[gssi()I)Q{/ c~ditors-quj<;l_eeJ

Resolution 3

That the pre·appointment cost and expenses as detailed in the proposal be approved and that the Joint Administrators be authorised to pay such pre-appointment costs as an expense of the Administration.

Resolution 4

Creditors approve the remuneration of the Joint Administrators on a time costs basis as set out in the Fee Estimate, with the provision to draw remuneration on account.

14

IBDO Resolution 5

Creditors approve the remuneration of BOO Forensic Services on a time costs basis as set out in the Fee Estimate, with the provision to draw remuneration on account.

Resolution 6

The creditors approve the Joint Administrators be authorised to draw category 2 disbursements in accordance with the Fee Estimate and with the BOO Fee Policy.

Dated: 6 November 2017

William Matthew Humphries Tait Joint Administrator

15

GROUP STRUCTURE - 12/9/17

Over!>E!as company

L-_ Qyef,.l_e~bi~£!!-_ J

Bell Pottul'(le< tSefvw::es) Llm!ted

IJI< Company Numbe-r: 08306152

01recton Mark Smith

""""'Bed< Ji.'ln'le!iH~

5ecretary· Tom Toths

Belt Pottinger LLP UK l1rmtl!d LJatllhty PMtne-rstHp

Number 0080478

Tom Tolhs Belt Pmtmil"' Pnvate L1m1\ed

8t•H Pot'tn'>•'' Pnv~tf' L•m•:r•ri U~ Comoan·; '>umber OS024999

D•re< \o" Milr~ )m1\h

P•er; Pottlr>ge< H<Tlt>> Hender>On

D"v•<l B!'ck

Seuet~r;

Tom Toll•~~

B.•H PlJ(t'~'ON 8i>h1Ain

5 p ( 74505 Bdl Ponon,.Pr "11ddlf' E~st FI LLC 1'131>

I,, 5.>11 Pott'n'!t~

l'"""m"' '"""Co Ud )]'< F( 2014 20 15

M. annMr

00

El<ol\ Pottt'l'!t'r Pte L'<l 21J09n529M

Sm'!"l"'"" 110· mmmlty 'lOidHI'l

An~ Sh•h Hue11

Be• I Pott•n'>"'' B;:-11 Pott•ng•" iMa•aHl<ll SDN BeD 1Hon~ K011g! L'c'

10794~6>\ 20000>7

\o\at.'t '.Iii ~ton '"'

Rule 2.29

Statement of affairs

j Name of Partnership

[ Bell Pottinger LLP

In the High Court of Justice, Chancery Division, Companies Court


Form l.14B

PartnersJup number

OC380478

Court case number

006683 ofl017

(a) Insert name and Statement of affairs of(a} Bell Pottmger LLP whose registered office 1s situated at 6111 Floor. Holborn Gate 330 High Holbom. London. WJCV 7QD

address of registered

office of the

partnership

(b) Jnsen date On the (b) 12 Seotember 2017. the date thai the partnership entered Admimstration.

Statement of Truth

I believe that the facts stated in this statemenl of affairs are a full, tn1e and complete statement of the affairs of the above named partnershtp as at (b) 12 September 2017 the date that the pannership entered Admmistration.

I

I

I

Bell Pottinger LLP - In Administration A - Sumnuary Of Assets

Assets

Assets subject to fixed charge: GOO<:lwlll Less: lloyds Banking Group (net of cash)

Assets. subject to floattng charge:

Intercompany Receivables

Trade Debtors (net of bad debt provision) Sunctry Debtors

Accrued Income

Cash

Estimated total assets available for preferential creditors

Book Estimated Value To Realise £'000 £'000

301 uncertam

(6,241) (6,241) (5,940) (6,241)

10,620 uncertain

6,180 6,180 63 NIL

428 uncertain 116 116

17,407 6,296

oate_...::o_. -_·· .:..,;...:/,_, .:.~>.:../_!_!.:___

Bell Potttnser LLP • In Administration A1 ·Summary of ltabUttles

Estimated total as.set'S avaflable for preferential creditors (carried from page A)

Liabilities

Preferential creditors:

Estimated surplus as tegards preferential creditors

Estimated Prescribed Part

Estimated total asset$ available for floating charge holders

Uoyds Banking Group

Estimated Deficit of assets after floating charses

Estimated Prescnbed Part

Total assets available for unsecured creditors

Unsecul"e'd non.preferential claims:

Intercompany Payables HM Revenue & Customs Accruals & Deferred Income Partners tax witholdings and pension contnbutions Other Creditors

Estimated surplus/(df!fictency) as regards creditors

Issued and callect up capital:

N/A

Estimated total defictency as regards partners (Before Costs)

Estimated To Realise

£'000

£ 6,296

£

I [ 6,296

[

I (1,262)

[ 5,034

[

I (6,241)

[ (1,207)

I 1,262

[ 1,262

[

2,839 7,454 3,515

753 1

(14,562)

[ (13,300)

NIL

[ (13,300)

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'""' w Andrew Al'*"

'''" Mric• Fuynce Corporltoon

'"" Ms Cll.udl• s.te ,.,, 1M DaVId IIKk ,.,, Mr Andfew Btmch•m

CBOl Beolll'ottlrcer Comm\il'lkf;ti(JM , .... Bank of Jretand

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ccoo IN LO'N. Cobtwtt ((01 IN Tlll'l Co«•ns ((02 iN Lukf: Chl..,..au

CDOO IN Daniel. De Beldlrr COO> ,.,. Antony Ounkeh

<002 lk Paul <1e &endem COOl OSM Nutnt•onal Prodoxu to(,

'""' Diode<> Alumlnalllld Chemic.als Ltd

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ll<M DeSot<> ,t,venue, Suite 1\'200, Ta!TijM., FIOI"'cla, 33606 &ow~~ House, 11lttad Street, EC..,., ')6[

)31\'llt«front ~. P 0 Boll 311S, l'.o1d Town, Tortola

Bn~ Hoo~ot, Lmdon 8odte. Sfl 9QR 21 annan Street. Lon<~~:~. WI J 6!lD

8tll Pott11110r Bahr''" SI'C, 5th floor (oii(ORI' TOW&!, Bf.ht.tn Financial Karbo\Jr,

MatwifM, Klntdom oiBallr•n, PO Box b0104 lieU Pol.tln1otr .wddle Ean f1·LlC, Ofllct 401, CNN 8u\10ing, Oub.\1, UAE, PO Bo~ 502«<1!1.

elo ~sc Accounu P•~•ble, PO Be»; 2676 oC Cor""'~or l'lac:e, london, SWlX ?HJ

World ReUII (Of11Jotfl, Cornter lonclon Hmne, London. NW1 7~J Ttw Dkectors, 110 186 KintJsCrau Road, WCIX 90f

20 ~· s.q ...... london

2 Eaton Gat<!, lOf'dan, ~W1W 98J Grw~ flft;ance, JoleowCutle HOuse, Hottlfllham, NG71FT

000 000 000 000 000 0.00 000 0.00 000 000 000

7s.t,665.00

2,085,106.00

0.00 0.00 000 000 000 000 000 000 0.00 0.00 000 000 0.00 0.00 000

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Ml Charlie Hampton Ms JuUa HlpUn IN James Henderron Heart of Londan Bust~eu Alllai'OC(!

"'~ """' Hot:byc~aft Tradln~ Ltd l&!o Foods Group Umlbtd II'IW$tK Auet Matlagemem

IN Jamie lyons

N# Nlch:JI.u Lambert Ms lrmly LUSCCII!lbc! Ms Patrk:ia Lewlt Udl UK GmbH

london Stod< flocd'lante • Self BlUing InVOKe Th(' tor.don Speaker Bureau london Was~ HoldlnJ Umltt'd Llayds llankmt Group ll.r Clinton Mannin; ll.r Paul. Nilntas~·Smlth Mrs EUubll'th Mortey Mr Malcolm Munro

Ms Catherine Miller Madl.guur Ollltd

My(eb Mlefslo, Otic ot w~ AJS Milersk 011 North ~~~ \A!

M!lie Sectrlty ltd Massena lrr.eslments ltd Ms VIctoria Naytor·Lcyllmd

Sa.::IMlle Hou.c, «l Pfccad.Uy, london, WIJ OOA

A(cOilnts Payabif:o, H~ Hou~, New Matden, Sturey, Kn ~f

1 J Grdton !>~.london, WIS 4ES 7 £nU:rpt1~ Way, ""'auon Pill'k, Ctvittthurch, Oorwt, 8H2J btiG Bultd•na 5,1'1tw SqUire, Fettl\tm, Mfddksex, TW1<1 IHA Woo\tate Exchu'ie, 15 Bnlfllh-aU ~lfMt, London, EC2't' ~HA

19 Worple Rol.d, Wlmblt'don, SW19 <IJS

10 PI til"~ Sqo.lare, london, EC4M ?t,S

El~more House, 77 FulhilfQ Palace ~d, london, W6 IJA

Thl' Rotoh Arenl, Plleonjx W.y, COIIP!ltl'y, CV6 6GE

)rd floof, 125 lotldo:'l W;~ll, lonOO~. ECZ't' ':iAJ

C1non1 Co.rt, Z2 V1cton1 Street, HMil

H20 Mtldowbrook P1rkway, Duluth, GA :10094 A.P MOIIII"r MHrtl< A/5, fip<.-clrrn ~. 1091 ~hatcfl

."'ll'tS~ Houle!, Cr~ Rd Alten~ lr>clultr1•1, ~n. A812 lLC. POlk~~~ 71~. ~ Or .. d Strel't, london, SEIP <IRW

Montpi!ht!'r liouw, 106 Brompton llcud, London, SWl1JJ

SltMture ~ A ~---:----~~ ,..,_J._.

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Bell Pottlnpr LLP 8 • CompMiy Creditors

.. , ..... """ Hrtl Mobile S<:llutiOtlS Ply Ltd

""" Hot Just" t&bet CPOO Nt Philip Pink

<PO• Ms Kertie P&I!Mr

CP02 PrepMd Fmandalltd

CeQ> Prnzo tlotdlnp Lllfllte1:1

""" Mr Rui!Uhnwon

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Address of Registered Office:

Designated Members:

Partnership Secretary:

Nominal Share Capital:

Registered Shareholders:

Trading Results:

Y/E

31112/16 (draft) 31/12115 31112/14 31/12/13

Group

Management Information to 31.7.17

Turnover

£('000)

29,092 33,255 33,447 30,258

Turnover

£('000)

17,273

Bell Pottinger LLP In Administration

Statutory Information

0080478

23 November 2012

55 Baker Street, London W1 U 7EU

Formerly 6'" Floor, Holbom Gate, 330 High Holbom, London, we 1V 7QD

Bell Pottinger Private Limited, Mr Thomas George Tolliss, Mr James Brodie Henderson, Mr David Clive Beck

N/A

N/A

N/A

Gross Net Profit Total Total Current Profit (after tax) Assets Liabilities

£('000) £('000) £('000) £('000)

24,976 2,781 9,015 4,458 27,924 3,263 12,070 7,564 27,426 2,494 10,904 7,776 24,073 1,668 7,420 5,298

Pre-exceptional Post-Exceptional Net Asset EBITDA EBITDA £('000) £('000) £('000)

1,638 352 15,943

Bell Pottinger LLP (In Administration)

Joint Administrators' Summary of Receipts and Payments To 07 November 2017

Fixed Floating Charge Charge

RECEIPTS £ £

Revenue Service Agreement (Partners Net) 20,000.00 Book debts 1,355,986.24 Insurance Refund 42,823.90 Cash at Bank 104,893.42 Debt Coll~tion costs 21,403.16 Output VAT 27,621.43

20,000.00 1,552,728.15

PAYMENTS

Partner I Employee Costs 522,148.48 Telephony 16,797.00 PR Services 12' 000. 00 Sundry Costs 1,000.89 IT 41,920.50 Sell Pottinger Bahrain S.P.C·funding 46,298.69 Security & Cleaning Costs 3,165.60 Finance &. Leasing 15.81 Professional Fees 5,239.82 Stationery and Postage 490.00 Insurance 15,568.84 Bank Charges 149.55 Input VAT 15,109.63 Owed (to) I from BPSL 76,026.90

-------·-~·

0.00 755,931.71 Balances in Hand 20,000.00 796,796.44

20,000.00 1,552,728.15

Page 1 of 1 IPS SQL Ver. 5.02

Total

£

20. 000. 00 1,355,986.24

42,823.90 104,893.42 21,403.16 27,621.43

1,572,728.15

522,148.48 16,797.00 12 • 000. 00

1,000.89 41,920.50 46,298.69

3,165.60 15.81

5,239.82 490.00

15,568.84 149.55

15,109.63 76,026.90

755,931.71 816,796.44

1,572,728.15

07 November 2017 12:09

IBDO

Bell Pottinger LLP - In Administration

Joint Administrators' Fees Estimate as at 3 November 2017

Summary Activity

A. Pre Appointment Matters

Total

B. Steps on Appointment

C. Planning and Strategy

D. General Administration

E. Assets Realisation/Dealing

F. Trading Related Matters

G. Employee Matters

H. Creditor Claims

J. Reporting

TOTAL

BOO Forensic Services

Expenses Estimate

Officeholder CAT 1 Disbursements

Officeholder CAT 2 Disbursements

Other Expenses

Agents' Costs

Valuers' Costs

Solicitors' costs

Trading Costs

Public Relations

Total

Hours

58

60

91

400

103

57

52

61

Blended

Rate£

328

626

522 594

423

406

214

520

Fees & Expenses Estimate Bell Pottinger LLP

Estimated

Fee (

19,024

37,540

47,502 237,600

43,569

23,142

11,128

31,720

451,225

300,000

15,000 2.1

2.2

2.3

2.4

160,200 2.5

1,000,000 2.6

3,800/2,000 2.7

The table above is our estimate of the Jomt Admimstrator's fees on a time costs basis for this appointment and the anticipated expenses. This estimate and the expenses are prepared on the basis of the information available to us at the date of this estimate. Assuming that there are no major unanticipated factors, we would expect that our fees may be lower than the estimate. In the following pages we provide a summary of the work we believe is necessary. Where apphcable, all fees and disbursements will be subject to VAT at the prevailing rate.

IBDO Fees & Expenses Estimate Bell Pottinger LLP

In any work of this nature we may have recourse to engage specialists to assist us for example in ensuring that we obtain best value for the estate assets and also to protect the legal interests of the estate including where necessary taking action to recover sums due to the estate. The specialists we engage will invoice us and that will be an expense of the estate. Such expenses are not subject to creditor approval but nevertheless have an effect on the funds available for creditors in the estate.

1. Joint Administrator's Fees

Fees (remuneration) may be sought on four different bases and a guide for creditors is attached. The four bases are, a time costs basis; a percentage of the assets realised; fixed amount; or a combination of the first three bases. In this insolvency case we are seeking fees on a time cost basis and have estimated a fee of £451,225.

Where possible we will delegate work to my staff and by this expedient the work is conducted by suitably qualified and experienced members of staff at different hourly costs. The current charge out rates per hour of staff within my firm's London office is below:

GRADE

Partner Manager Assistant Manager Senior Administrator Administrator Other Staff

[

726 321·560

289 270-289 100·244

100

These rates are confinned in an attached document wh1ch sets out my firm's policy on time costs and expenses. My firm's hourly time costs rate are normally reviewed in December and July each year and adjusted to take account of inflation and the firm's overheads. We have estimated the time we will spend in respect of the following areas of work in respect of this insolvency. Below we provide the primary work that will be undertaken by us.

A Pre Appointment

This time category is not applicable in respect of this Administration.

B Steps upon Appointment

Reviewing appointment and statutory documents, preliminary organisation review, initial interviews and meetings with key stakeholders including third parties, taking steps to gather in and protect all assets, establishing internal responsibilities regarding staffing of elements of the work and steps to protect assets. This work is primarily led by a director or senior manager with the majority of work delegated to staff below manager.

C Planning and Strategy

Reviewing historic records and business performance, establishing the current financial position and reviewing the business processes and systems, liaising with key stakeholders and any committee and engaging with specialists and planning overarching strategy. This area of work is led by me as partner in conjunction with a director or senior manager, with some support below manger level in documenting and recording proposed strategy.

D General Administration

Reviewing and regularising affairs regarding insurance, VAT, and taxation, undertaking investigation regarding the conduct of the members and reporting thereon, investigations


into the affairs and transactions of the entity. The work contemplated does not at this time include forensic examination of records and transactions. It could also include securing, recovering and storing of the entity books and records including electronic/hard copy data, engaging and liaising with solicitors, managing accounting and investment of realisations, suitable banking investment and preparing reports on receipts & payments, ensuring appropriate approval of all costs including approval of remuneration and matching costs of specialists against their expense estimates, dealing with statutory, regulatory and licensing matters, managing formal contractual matters regarding the entity, dealing with court hearings regarding the insolvency (excluding third party litigation), dealing with press enquiries and PR matters and managing general administrative matters, basic enquiries and meetings. The majority of this work requires a range of insolvency knowledge and experience, balanced with good accounting and administrative skills and is delegated largely to executives with suitable levels of experience, supervised by directors or managers.

E Asset Realisation/Management

Identifying and controlling recorded assets, evaluating strategy on realising assets specifically the overseas entities, meeting local management, reviewing financial forecast of subsidiary entities, reconciling recoveries, asset tracing of assets revealed through investigation or third party information, engaging and liaising with valuers/agents where applicable, agreeing strategies and monitoring implementation, preparation, review and approval of sales material, infonnation memorandum, undertaking/managing debt collection and where appropriate engaging and monitoring specialist agents, dealing with work in progress. Dealing with all exiting partners, including concurrence with the entity's partnership deed, revenue share agreements, and other appropriate agreements. Dealing with the disposal of any other assets. This area of work requires a greater level of commercial experience and insolvency knowledge, than the general administration category of work, together decision making skills. The work is led at director or senior manager level supported by executives with suitable competencies and almost equal numbers of hours are spent by the two groups. My managers liaise with me as the partner and escalate major decisions to me.

F Trading Related Matters

Establishing business controls, cash-flows, reviewing optimum business structure, attending at premises, meeting suppliers, guaranteeing continUity of business critical services, supervising trading, preparation of trading accounts, general business management and controlled wind-down of operations.

G Employee Matters

Dealing with enquiries from current and fanner partners of the LLP in relation to the wind down of operations including corporate and personal tax matters. The work is led at director or senior manager level supported by executives with suitable competencies and almost equal numbers of hours are spent by the two groups. My managers liaise with me as the partner and escalate major decisions to me.

H Creditor Claims

Receiving and recording all creditor claims and where a dividend is likely, identifying whether additional supporting evidence is necessary from the creditor, reviewing the validity of all claims submitted by creditors alleging they have security rights which would afford them a higher priority when funds are distributed considering and checking and recording alt unsecured creditor claims and identifying any claims which might be categorised as deferred claims. It may be necessary to take legal advice where a creditor maintains a secured claim which is not supported by unequivocal eVIdence or where an unsecured claim is made which is significantly in excess of any value recorded by the insolvent entity and the claim is inadequately evidenced. No provision has been made for dealing with any creditor's claims where the matter is referred to Court. To estimate costs


in respect of administering creditor claims we consider the volume of known creditors and the nature of the insolvent entities business.

Reporting

Preparing periodic progress reports to creditors regarding the progress achieved, including preparation of Receipts & Payments Accounts, a suitable analysis of time costs accrued and a review of actual costs and accrued costs as against this fees and expense estimate. At the time this estimate was prepared no information was available regarding whether creditors were going to appoint a committee, if a committee is appointed there will be additional reports, which have not currently been budgeted for. The Director or Senior Manager is responsible for leading the reporting and delegating the production of the accounts, fee analysis and comparison with estimates to suitably experienced executives. The ratio of time spent on reporting is generally that executive hours are twice as many as those of the Director or Senior Manager. Much of the basic accounting and analysis is conducted by various grades of Executives. In estimating costs in respect of reporting we have formed a view of the duration of the insolvency and estimated how many reports will be required.

J Distribution and Closure

Giving notice to relevant creditors to prove their claims, adjudicating upon the claims issuing formal rejection of any relevant claims, dealing with any appeal to court concerning a rejected claim (•), establishing the distributable funds in the estate, calculating the dividend, issuing payment with suitable notification to creditors, reconciling payments and accounting for unclaimed dividends. (") no provision is made for additional time costs for dealing with an appeal concerning a rejected cost because the likelihood of such an eventuality is small, although the costs could be significant). It also includes preparing a final report to creditors together with a Receipts 8: Payments Accounts, analysis of time costs accrued and a review of actual costs compared to the fee and expense estimate, completing all administrative arrangements including storage of any records for statutory periods and filing final statutory documentation. The work is supervised by directors and Senior Managers and final decisions and release of funds is authorised by the partner.

The foregoing estimate does not include any fees estimate provision for the Partnership moving into liquidation which would be the subject of a further submission, if necessary, before the end of the Administration.

BOO Forensic Services Current Costs £209,264- total hours 450.15 I Post Administration Estimate £3001<

The Joint Administrators have been supported by the BOO Forensic SeMces since the date of Administration to undertake specific specialist work. The work has included the following specific matters:

• Onsite support in securing all data In electronic and hard copy format; • Removal of hard drives from staff and partner IT equipment; • Managing and overseeing the extraction of data pertaining to the oversea

subsidiaries; • Reviewing relevant insurance policies; and • Liaising with and meeting with the Joint Administrators engaged legal advisors

At the current time, the Joint Administrators are unable to estimate the Level of the future costs that may be incurred by the BOO Forensic Services team. The level of any future fees will be dependent on any litigation (claimant or defendant) and further investigations.

In the event that the Joint Administrators has not utilised the services of BOO Forensic Services, it would have been necessary to instruct a specialist third party provider.

IBDO 2 Expense Estimate

2.1 Category 1 Disbursements

Fees & Expenses Estimate Bell Pottinger LLP

Our estimate in respect of this heading covers expenses where the officeholders flrm has met a specific cost in respect of the insolvent estate where payment has been made to a third party. Such expenses may include items such as statutory advertising, couriers, travel (by public transport), land registry searches, fees in respect of swearing legal documents, storage of original records of the insolvent estate, statutory fidelity bond. In each case the recharge will be reimbursement of a specific expense incurred.

2. 2 Category 2 Disbursements

This time category is not applicable in respect of this Administration.

2.3 Agents' Costs- Estimated £nil

No agents have been engaged to deal with any chattels assets.

2.4 Valuers' Costs- Estimated £nil

No agents have been engaged to deal with any property assets.

2.5 5olicitors' costs Stephenson Harwood LLP ('SH') Pre-Administration £6.5k (to be apportioned)/Post Administration Estimate £147k

SH were engaged by the Group to provide legal advice to the Partnership. The costs will be apportioned across the Administrations of BPSL, BPPL and BPLLP. For the purposes of this estimate the costs have been apportioned on a pro-rata basis (£2.2k).

SH has been retained to provide ongoing general advice to the Joint Administrators and costs have been incurred in respect of the revenue sharing agreements with the LLP partners together with general advice to the Administrators. The current and future costs have been estimated at £ 147k.

Ashurst LLP ('Ashurst') Pre-Administration £33k (to be apportioned)/Post Administration Estimate £6k

Ashurst was retained by the Group to provide legal advice in respect of the steps required to place the entities into Administration and to draft and file the Administration appointment documents. The costs will be apportioned across the Administrations of BPSL, BPPL and BPLLP. For the purposes of this estimate the costs have been apportioned on a pro· rata basis (£11k).

2.6 Trading costs

There are certain costs that can be attributed to the wind down of the Partnership whiCh have beneficial in the realisation strategy that has been implemented in respect of the Group Administrations. It is anticipated that the total trading costs will be in the region of £1m.

2. 7 Public Relations Pre-Administration £3.8k (to be apportioned)/Post Administration Estimate £2k

Due to the high profile nature of the Administration appointment, pubic relation consultants were engaged to provide advice to BOO LLP in relation to the proposed Joint Administrators appointment. The costs will be apportioned across the Administrations of BPSL, BPPL and


BPLLP. For the purposes of this estimate the costs have been apportioned on a pro· rata basis (£1.3k).

A public relations consultant has been retained to provide ongoing advice to the Joint Administrators. The cost has been estimated at £10k.

Sell Poltin~t"r LLP- \D\1 00276271

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(a) ln~rt full name(~) and address(es) of the

admm1strator(s)

(b) Insert full name and

address of reg1stered off1ce

of the company

(cllnsert deta1\s of p\11ce of meetmg

(dllnsert date and t1me of meetmg

•oelete 11s apphcable

Rule 2.35 Form 2.208

Notice of a meeting of creditors

Name of Company Company number

Bell Pottinger LLP OC380478

In the Court case number High Court of Justice, Chancery Division, Companies Court 006683 of 2017


Notice is hereby given by (a) William Matthew Humphries Tait, Malcolm Cohen and Colin Michael Trevethyn Haig all of BOO LLP, 55 Baker Street, London. W1U 7EU

that a meeting of the creditors of (bi Bell Pottinger LLP, 55 Baker Street, London, W1U 7EU.

is to be held at (cl Park Plaza Sherlock Holmes, 108 Baker Street, London, W1U 6U

On idl 24/11/2017 at 11 :00 hour

The meeting is:

•(1) an initial creditors' meeting under paragraph 51 of Schedule 81 to the Insolvency Act 1986 ("the Schedule");

•(2) aR iRitial Ereditaf5' meetiRg "'"'"ested ""der paragraph §2(2) af the SEhed"le;

·m ta EaRsider re•<isiaRs ta my prapasal!; ""der paragraph §4(2) af the SEhed"le; •14) a fyrther treditaf5' meetiRg YRder paragraph §6 af the SchedYle; •(S) a credit<>F5' meetiRg ""der paragraph 62 af the SchedYle.

I invite you to attend the above meeting.

A proxy form is enclosed which should be completed and returned to me by the date of the meeting if you cannot attend and wish to be represented.

In order to be entitled to vote under Rule 2.38 at the meeting you must give to me, not later than 12.00 hours on the business day before the day fixed for the meeting, details in writing of your claim.

Signed

Dated

c/7 ~~

Joint Administrator

7 November 2017

INSOLVENCY RULES 1986 EXTRACT

Rule 2.38 - Entitlement to Vote

(1) Subject as follows, at a meeting of creditors in administration procee<hngs a person is ent1tled to vote only if-

(a) he has given to the administrator, not later than 12.00 hours on the business day before the day f1xed for the meeting, details in writmg of the debt which -

(1) He da1ms to be due to h1m frcm the company; or

(li) In relation to a member State liquidator, is claimed to be due to creditors in proceedings in relation to wh1ch he holds office;

(b) The cta1m has been duly admitted under Rule 2.39 or this Rule; and

(c) There has been lodged Wlth the admm1strator any proxy which he mtends to be used on h1s behalf,

And details of the debt must include any calculation for the purposes of Rules 2.40 to 2.42.

(2) The cha1rman of the meeting may altow a creditor to vote, notwithstanding that he has fa1led to comply Wlth paragraph (1 )(a), 1f satisfied that the failure was due to circumstances beyond the creditor's control.

(3) The chairman of the meettng may call for any document or other ev1dence to be produced to him, where he thinks 1t necessary for the purpose of substantiating the whole or any part of the claim.

(4) Votes are calculated according to the amount of a creditor's claim as at the date on wh1ch the company entered administration, less any payments that have been made to him after that date In respect of his da1m and any adJustment by way of set·off m accordance with Rule 2.85 as 1f that Rule were applied on the date that the votes are counted.

(5) A creditor shall not vote in respect of a debt for an unllquidated amount, or any debt whose value 1s not ascertained, except where the chairman agrees to put upon the debt an estimated mmlmum value for the purpose of entitlement to vote and admits the claim for that purpose.

(6) No vote shalt be cast by virtue of a da1m more than once on any resolution put to the meeting.

(7) Where·

(a) A creditor is entitled to vote under th1s Rule and Rule 2.39;

(bl Has lodged h1s claim m one or more sets of other proceechngs; and

(c) Votes (either m person or by proxy) on a resolution put to the meeting; and

(d) 1lle member State liquidator casts a vote 1n respect of the same cla1m,

Only the creditor's vote shall be counted.

(8) Where-

(a) a cred1tor has lodged h1s cta1m m more than one set of other proceedings; and

(b) More than one member State tiqUldator seeks to vote by virtue of that claim,

The entitlement to vote by virtue of that cia 1m 1s exerc1sabte by the member State liquidator in mam proceedings, whether or not the creditor has lodged his claim in the main proceedings.

(9) For the purposes of paragraph (6), the claim of a creditor and of any member State liquidator 1n relation to the same debt is a single claim.

(10) For the purposes of paragraphs (7) and (8), "other proceedings" means main proceedings, secondary proceedings or territor1al proceedmgs m another member State.

End extract Rule 2.38- Entitlement to Vote

IBDO Appendix 8

2 Pages

Resolutions to be put to the Meeting of Creditors and Proxy Form


RESOLUTIONS TO BE PUT TO THE MEETING OF CREDITORS TO BE HELD ON 24 NOVEMBER 2017

The Joint Administrators propose that:

Resolution 1

• The Joint Administrato~ continue to manage the Partnership, its business and realise assets in accordance with objective 3 of the statutory purpose of the Administration, and

• The Joint Administrators assisted by the specialists within the BOO Forensic and Contentious Insolvency departments and their legal advisors continue to investigate any potential actions that may be brought and respond to actions notified by third parties;

• They continue to realise assets in accordance with objectives 2 and 3 of the statutory purpose of the Administration, and

• They make payment to the secured creditor, and

• They exit the Administration by way of a Creditors' Voluntary Liquidation and that William Matthew Humphries Tait, Malcolm Cohen and Colin Michael Trevethyn Haig will be the Joint Liquidators and will act jointly and severally.

NB. Under Paragraph 83(7) of Schedule B1 to the Insolvency Act 1986 and Rule 2.117(3) creditors may nominate different liquidators, but in the absence of such nomination the above named would become the liquidators.

Resolution 2

Creditors consider, and if thought fit, appoint a creditors' committee to assist the Joint Administrators. (Such committee must comprise of between 3 and 5 creditors. A guide to liquidation committees is available at f!_(tp?;/ lwww.r]_.o_rs..uk/what-we· dol puQlj_c9tfonsl prfllg_~_SiQnQf ~ credi(Q~~-g_LJ}des)

Resolution 3

That the pre-appointment cost and expenses as detailed in the proposal be approved and that the Joint Administrators be authorised to pay such pre-appointment costs as an expense of the Administration.

Resolution 4

Creditors approve the remuneration of the Joint Administrators on a time costs basis as set out in the Fee Estimate, with the provision to draw remuneration on account.

Resolution 5

Creditors approve the remuneration of BOO Forensic Services on a time costs basis as set out in the Fee Estimate, with the prov;sion to draw remuneration on account.

Resolution 6

The creditors approve the Joint Administrators be authorised to draw category 2 disbursements in accordance with the Fee Estimate and with the BOO Fee Policy.

Rule 8. 1 Insolvency Act 1986 Proxy (Administration)

IN THE MATTER OF BELL POTTINGER LLP and

IN THE MATTER OF THE INSOLVENCY ACT 1986

Please give full name Name of creditor -----------------------and address for

communication Address----------------------------

Please insert name of Name of proxy-holder _____________________ _ person (who must be

18 or over) or the ''Chairman of the

Meeting". If you wish to provide alternative

proxy-holders in the circumstances that your first choice is

unable to attend please state the

name(s) of the alternatives as well

I appoint the above person to be my I the creditor's proxy-holder at the meeting of creditors to be held on 24 November 2017. or at any adjournment of that meeting. The proxy-holder is to propose or vote as instructed below (and in respect of any resolution for which no specific instruction is given, may vote or abstain at his I her discretion).

Voting instructions for resolutions

Resolution 1

Resolution 2

Approved/Rejected•

Approved/Rejected•

for the appointment of---------------------

of

representing

as a member of the creditors' committee

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Approved/ Rejected•




Th1s form must be signed Signature ------------- Date

Name in CAPITAL LETTERS ----------------------

Only to be completed 1f Position with creditor or relationship to cred1tor or other authonty for signature the cred1tor has not sigedm

person

Proof of Debt Form

Rule 2.72 PROOF OF DEBT

In The High Court of Justice Chancery Division Companies Court

Bell Pottinger LLP - In Administration -

Date of Administration 12 September 2017

1 a Name of creditor

1 b If Company · registered number

2 Address of creditor

3 Total claim including VAT and interest as at the date of the appointment of administrators

(see overleaf 4 Details of documents by which debt can be

substantiated (please attach copy documents)

5 Amount of any interest included in claim

6 Is the whole or part of the debt preferent1al? If so, state amount, and details See notes overleaf

7 Particulars of how and when debt incurred

8 Particulars and value of any security held and the date it was given

9 Details of any reservation of title in respect of goods to which the debt refer

10

11 12

Signature of creditor or other authorised person

Name in BLOCK LETTERS

Creditor's reference:

Position or Relationship with Creditor Address (if person signing is not the Creditor)

[

[

Yes I No [

Our Ref: 00276271

No 006683

For Use of Administrator Only

13 Admitted to vote for £

14

Date

Joint Administrator

Admitted preferentially for£

Date

Joint Administrator

Admitted non-preferentially for£

Date

Joint Administrator

Guidance Notes re Preferential Debts:

The categories of preferential debts under 5.386( 1) of the Insolvency Act 1986 are as follows:

Pension scheme contributions

Remuneration etc. of employees

levies on Coal & Steel Productions.

VAT Bad Debt Relief

The provisions of the Finance Act, 1990, came into effect on 26 July, 1990, and introduced changes in the way that VAT on Bad Debts is recovered.

Your claim overleaf must be quoted inclusive of VAT. You may claim relief on your VAT return when the debt is at least SIX months old and has been written off. Any dividend you receive in respect of this claim will include payment in respect of the VAT element of your debt and you will be responsible for declaring such VAT to HM Revenue & Customs.


In accordance with best practice I provide below details of policies of BOO LLP in respect of tees and expenses for work in relation to the above insolvency.

The current charge out rates per hour of staff within my firm, who may be involved in working on the insolvency, follows:

GRADE

Partner Manager Assistant Manager Senior Administrator Administrator Other staff

[

741 328-572 295 276-295 102-249 67-102

This in no way implies that staff at all such grades will wori< on the case. The rates charged by BOO LLP are reviewed in December and July each year and are adjusted to take account of inflation and the finn's overheads.

Time spent on casework is recorded directly to the relevant case using a computerised time recording system and the nature of the work undertaken is recorded at that time. Units of time can be as small as 3 minutes. BOO LLP records work in respect of msolvency work under the following categories:-

Pre Appointment Steps upon Appointment Planning and Strategy General Administration Asset Realisation/Management Trading Related Matters Employee Matters Creditor Claims Reporting Distribution and Closure Other Issues

Under each of the above categories the work is recorded in greater detail in sub categories. Please note that the 11 categories provide greater detail than the six categories recommended by the Recognised Professional Bodies who are responsible for licensing and monitoring insolvency practitioners.

Where an officeholder's remuneration is approved on a time cost basis the time invoiced to the case will be subject to VAT at the prevailing rate.

Where remuneration has been approved on a time costs basis a periodic report will be provided to any committee appointed by the creditors or m the absence of a committee to the creditors. The report will provide a breakdown of the remuneration drawn and will enable the recipients to see the average rates of such costs.

1 ) Other Costs

Where expenses are incurred in respect of the insolvent estate they will be recharged. Such expenses can be divided into two categories.

2) Category 1

This heading covers expenses where BOO LLP has met a specific cost in respect of the insolvent estate where payment has been made to a third party. Such expenses may include items such as advertising, couriers, travel (by public transport), land registry searches, fees in respect of swearing legal documents etc. In each case the recharge will be reimbursement of a specific expense incurred.

3) Category 2

Insolvency practice additionally provides for the recharge of expenses such as printing, stationery, photocopying charges, telephone, email and other electronic communications e.g. webhosting, which cannot be economically recorded in respect of each specific case. Such expenses, which are apportioned to cases, must be approved by the creditors in accordance with the Insolvency (England and Wales) Rules 2016, before they can be drawn, and these are known as category 2 disbursements. The policy of BOO LLP, in respect of this appointment is not to recharge any expense which is not a specific cost to the case, therefore there will be no category 2 disbursements charged.

A further disbursement under th1s heading is the cost of travel where staff use either their own vehicles or company cars in travelling connected with the insolvency. In these cases a charge of 45p per mile is raised which is in line with the HM Revenue & Customs Approved Mileage Rates (median- less than 10,000 miles per annum) which is the amount the finm pays to staff. Where costs are incurred in respect of mileage, approval will be sought in accordance with the Insolvency (England and Wales) Rules 2016 to recover this disbursement.

Where applicable, all disbursements will be subject to VAT at the prevailing rate.

BOO LLP 3 November 2017

2

Questionnaire

Re: Bell Pottinger LLP - In Administration Registered Number: OC380478

Creditor's name:

Address:

Estimated claim:

What was the authorised Credit limit?:

Was any security, guarantee or assurance given to you in respect of ongoing trade?:

When did you first encounter delays in obtaining payment of your account, and do you have any evidence?:

Please provide details of any legal proceedings you took to recover your debts:

Please supply details of any cheques which were not honoured, including amounts and dates:

Ref: 002762711C1/WMT /HM

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If there is any other information you wish to supply, or issues you consider should be reviewed, please provide brief details on the reverse of this form. Date:

Signature/ Authentication:

Name:

Position:

Please return the completed form to BOO LLP, 5 Temple Square, Temple Street, liverpool, l2 5RH

• 0 PARK PLAZA ~ OXFORD STREET A SOHO

SHERLOCK HOLMES ~ ~

0 REGENT STREET

& PLANETARIUM

0 SELFRIDGES

~MADAME ~TUSSAUD'S

A SHERLOCK ~ HOLMESMUSEUM